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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Thursday, June 5, 2025, Vol. 26, No. 112
Headlines
I T A L Y
ITALIAN STELLA 2025-1: Fitch Rates Class E Notes 'BB+'
L U X E M B O U R G
ELEVING GROUP: Fitch Alters Outlook on 'B' LongTerm IDR to Positive
N E T H E R L A N D S
BOI FINANCE: Fitch Affirms 'B' Rating on Senior Unsecured Notes
FBN FINANCE: Fitch Affirms 'B' Rating on Senior Unsecured Notes
T U R K E Y
YAPI VE KREDI: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
U N I T E D K I N G D O M
ALDBROOK MORTGAGE 2025-1: Fitch Rates on Cl. E Notes 'BB+sf'
ARMADILLO MANAGED: FRP Advisory Named as Administrators
BRITISH TELECOMMUNICATIONS: Fitch Assigns BB+ Rating on Sub. Notes
CELTIC HOLIDAY: Grant Thornton Named as Administrators
DOUGLAS SCOTT: Cowgills Limited Named as Administrators
INTERNATIONAL PERSONAL: Fitch Affirms 'BB' IDR, Outlook Stable
MITCHELLS & BUTLERS: S&P Affirms 'B+(sf)' Rating on Cl. D Notes
STEP ON SAFETY: FRP Advisory Named as Administrators
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I T A L Y
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ITALIAN STELLA 2025-1: Fitch Rates Class E Notes 'BB+'
------------------------------------------------------
Fitch Ratings has assigned Auto ABS Italian Stella Loans S.r.l.
(Series 2025-1) notes final ratings.
Entity/Debt Rating Prior
----------- ------ -----
Auto ABS Italian
Stella Loans S.r.l.
(Series 2025-1)
A1 LT AAsf New Rating AA(EXP)sf
A2 LT AAsf New Rating AA(EXP)sf
B LT AAsf New Rating AA(EXP)sf
C LT Asf New Rating A(EXP)sf
D LT BBB+sf New Rating BBB+(EXP)sf
E LT BB+sf New Rating BB+(EXP)sf
Transaction Summary
The transaction is a seven-month revolving period securitisation of
Italian balloon or amortising auto loans originated by Stellantis
Financial Services Italia (SFS), a captive lender resulting from a
joint venture between Stellantis N.V. (BBB/Stable/F2) and Santander
Consumer Bank S.p.A. (not rated).
KEY RATING DRIVERS
Low Expected Defaults: Fitch has observed historical default rates
lower than for other captive auto loan lenders operating in Italy.
The portfolio comprises loans advanced to private borrowers (93.3%)
and commercial borrowers (6.7%). Fitch derived separate asset
assumptions for different products, reflecting different
performance expectations and product features. Fitch has assumed a
weighted average (WA) base-case lifetime default and recovery rate
of 2.0% and 39.9%, respectively, for the portfolio.
Balloon Loans Risk Addressed: The portfolio partly consists of
balloon loans (43.8% of the pool balance), while the remainder
comprises amortising auto loans. Balloon loan borrowers may face a
payment shock at maturity if they cannot refinance the balloon
amount or return or sell their car. Fitch has considered this
additional default risk by applying a higher default multiple. The
WA default multiple of the portfolio is 5.2x at 'AAsf'.
Shorter Data History for Multi-Step Loans: The portfolio includes
approximately 13% multi-step loans, with no restrictions during the
revolving period. SFS began originating these loans in 2021, and
the data history is shorter than other products offered by the
originator. Fitch has factored this into the default multiples for
sub-pools with a significant proportion of multi-step loans, such
as private used and private new standard loans.
Strong Excess Spread Supports Mezzanines: The portfolio is expected
to generate substantial excess spread, as the assets earn
materially higher yields than the notes' interest and transaction
senior costs. Fitch tested several stresses on portfolio yield
reduction and prepayments assumptions and concluded that the
repayment of the class C and D notes was dependent on excess
spread, currently constraining the ratings at 'Asf' and 'BBB+sf',
respectively.
The uncollateralised class E excess spread notes receive principal
solely through the available excess spread in the revenue priority
of payments and they start to amortise at the first payment date
after closing. Fitch caps excess spread notes' ratings at 'BB+sf'.
'AAsf' Sovereign Cap: Italian structured finance transactions are
capped at six notches above Italy's Issuer Default Rating (IDR,
BBB/Positive/F2), which is the case for the class A1, A2 and B
notes. The Positive Outlook on these notes reflects that on the
sovereign.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The ratings of the class A and B notes, at the applicable rating
cap, are sensitive to changes to Italy's Long-Term IDR and Outlook.
A revision of the Outlook on Italy's IDR to Stable would trigger
similar action on the notes.
Unexpected increases in the frequency of defaults or decreases in
recovery rates that could produce loss levels larger than the base
case and could result in negative rating action on the notes. For
example, a simultaneous increase in the default base case by 25%
and decrease in the recovery base case by 25% would lead to up to
two-notch downgrades of the class B to D notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Italy's IDR and revision of the related rating cap
for Italian structured finance transactions could trigger an
upgrade of the class A and B notes, provided that sufficient credit
enhancement was available to withstand the stresses associated with
higher rating scenarios.
An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25% and an increase in the recovery base case by 25% would lead
to upgrades of up to four notches for the class C and D notes,
provided there are no qualitative arising elements that could limit
the ratings.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Auto ABS Italian Stella Loans S.r.l. (Series 2025-1)
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
===================
L U X E M B O U R G
===================
ELEVING GROUP: Fitch Alters Outlook on 'B' LongTerm IDR to Positive
-------------------------------------------------------------------
Fitch Ratings has revised Eleving Group's Outlook to Positive from
Stable, while affirming its Long-Term Issuer Default Rating (IDR)
at 'B'. Fitch also affirmed Eleving's senior secured debt rating at
'B' with a Recovery Rating of 'RR4'.
The Positive Outlook reflects its expectation that improvements in
the company's capitalisation and governance framework following its
initial public offering in 2024 could, if maintained, support an
upgrade of its Long-Term IDR to 'B+', in conjunction with a
successful refinancing its EUR150 million notes due October 2026.
The refinancing would improve Eleving's funding profile by
extending the average debt tenor and alleviating maturity pressures
and could support an upward revision of its funding, liquidity and
coverage score to 'b+' and, ultimately, an upgrade of its Long-Term
IDR.
Key Rating Drivers
Modest Franchise, High Risk Appetite: Eleving's ratings reflect its
modest franchise in its niche market (assets of EUR474.3 million at
end-1Q25) and its high-risk appetite as a predominant high-cost
vehicle financier for secondhand cars and new motorcycles, and
consumer loans in eastern Europe, central Asia and Africa. The
rating also captures the company's large, but declining, exposure
to currency risk. Rating strengths are its strong profitability,
improved leverage, adequate funding and liquidity, and its
experienced management team.
Improved Leverage: Eleving's leverage, measured by its gross
debt/tangible equity ratio, decreased to 4.1x at end-2024 from 5.7x
at end-2023. This was driven by a capital injection of EUR29
million from the initial public offering in 4Q24 and improved
profit retention. Fitch expects leverage to remain below its
historical levels in the medium term at around 4.3x-4.5x, driven by
business expansion and the introduction of a 50% dividend payout
policy in 2024.
Strong Profitability: Eleving's pre-tax income/average assets ratio
remained strong at 8.6% at end-2024, up from 7.9% at end-2023,
primarily driven by its rapid expansion of high-yield, unsecured
consumer finance loans. Although profitability fell to 7.3% at
end-1Q25, due mainly to rising credit costs, Fitch expects Eleving
to maintain its strong profitability. The company's high margins
should be considered together with its vulnerability to credit cost
shocks, regulatory risks, such as interest rate caps, and exposure
to substantial FX risks.
High-Risk Client Base: Eleving's high risk appetite is reflected in
its higher-risk target client base, which is exacerbated by
historically rapid growth. The company focuses on non-prime clients
in emerging markets who are mostly underserved by mainstream banks.
In addition, Eleving has an improving, but still large, open
foreign-currency position, at 1.2x tangible equity at end-2024
(compared with 2.1x at end-2023), due to the combined effect of its
reduced open position and increased equity.
Increase in Credit Cost Likely: Eleving's asset quality reflects
its high-risk business model, which is managed through risk-based
pricing and effective collection strategies. Loan impairment
charges, as a percentage of average gross loans and leases, fell to
9.6% at end-2024 from 10.2% at end-2023, remaining below the
historical average of 12% for 2021-2024. This modest improvement
stems from enhanced collection efforts and proactive debt portfolio
management, including increased sales of non-performing loans.
Nevertheless, Fitch expects IFRS 9-based impairment charges to rise
moderately in the medium term as Eleving continues its rapid loan
expansion, particularly in higher-yielding but also higher-risk
sectors.
High Refinancing Needs; Modest Liquidity: Eleving's EUR150 million
bond maturing in October 2026, which represented 42% of borrowings
at end-1Q25, poses a material refinancing risk. This is partly
offset by the company's strong record of access to capital market
funding. Access to Mintos, a peer-to-peer borrowing platform,
(EUR53 million at end-1Q25) provides a flexible, but volatile and
expensive, alternative to bond funding. Eleving's funding and
liquidity profile is also constrained by high asset encumbrance,
with a unsecured/total debt ratio below 5% at end-1Q25, limiting
its funding flexibility.
Eleving's liquid assets, consisting primarily of cash and cash
equivalents, were sufficient to cover only 0.6x short-term
borrowings at end-1Q25, placing it at the lower end compared with
its rated peers.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch could revise the Outlook to Stable or downgrade the IDR if
Eleving encounters unexpected difficulties in accessing
market-based funding ahead of its large 2026 bond maturity,
resulting in a decline in liquidity headroom or a substantial
portion of its borrowings becoming short-term in nature.
- A marked and sustained increase in Eleving's gross debt/tangible
equity ratio to above 6.5x, reducing its buffers to absorb credit
and FX losses, would likely result in a downgrade of its Long-Term
IDR.
- A marked deterioration in asset quality or further FX losses,
ultimately threatening its solvency, would also lead to a
downgrade.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Refinancing of Eleving's senior secured debt ahead of its
maturity in October 2026 at reasonable terms, leading to a
sustainably stronger funding and liquidity profile.
- Sustained franchise growth, combined with stable or improving
core profitability, and maintaining leverage and asset quality.
- Maintaining its open FX position below 1x total tangible equity
on a sustained basis.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
Structural Subordination: Eleving's senior secured debt rating of
'B' reflects the bonds' effective structural subordination to
outstanding debt at operating entities. This leads to only average
recoveries expectations, despite the bonds' secured nature. This is
reflected in the 'RR4' Recovery Rating and in the equalisation of
the debt rating with the company's Long-Term IDR.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of Eleving's Long-Term IDR would likely be mirrored in
its senior secured bond rating.
- Higher recovery assumptions due to, for instance, operating
entity debt diminishing in importance compared with rated debt
instruments, could lead to above-average recoveries and Fitch to
notch up the rated debt from the company's Long-Term IDR.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade of Eleving's Long-Term IDR would likely be mirrored
in its senior secured bond rating.
- Lower recovery assumptions due to, for instance, operating entity
debt increasing in importance relative to rated debt or
worse-than-expected asset-quality trends (which could lead to
larger asset haircuts), could lead to below-average recoveries and
Fitch to notch down the rated debt from the company's Long-Term
IDR.
ADJUSTMENTS
The 'b' business profile score is below the 'bb' implied score due
to the following adjustment reason: business model (negative).
The 'b' asset quality score is above the 'ccc and below' implied
score due to the following adjustment reason: collateral and
reserves (positive).
The 'b+' earnings and profitability score is below the 'bb' implied
score due to the following adjustment reason: earnings stability
(negative).
The 'b+' capitalisation and leverage score is below the 'bb'
implied score due to the following adjustment reasons: risk profile
and business model (negative).
The 'b' funding, liquidity and coverage score is above the 'ccc and
below' implied score due to the following adjustment reason:
funding flexibility (positive).
ESG Considerations
Eleving has an ESG Relevance Score of '4' for group structure,
reflecting its view about the appropriateness of Eleving's
organisational structure relative to the company's business model,
intra-group dynamics and risks to its creditors. This has a
moderately negative impact on the credit profile and is relevant to
the rating in conjunction with other factors.
Eleving has an ESG Relevance Score for Customer Welfare of '4'.
Eleving's exposure to high-cost credit means that its business
model is sensitive to regulatory changes, like lending caps, and
conduct-related risks. These issues have a moderately negative
impact on the credit profile and are relevant to the rating in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
Eleving, either due to their nature or the way in which they are
being managed. Fitch's ESG Relevance Scores are not inputs in the
rating process; they are an observation on the relevance and
materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Eleving Group LT IDR B Affirmed B
ST IDR B Affirmed B
senior secured LT B Affirmed RR4 B
=====================
N E T H E R L A N D S
=====================
BOI FINANCE: Fitch Affirms 'B' Rating on Senior Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has affirmed Nigeria-based Bank of Industry Limited's
(BOI) Long-Term Issuer Default Rating (IDR) at 'B' and its National
Long-Term Rating at 'AAA(nga)'. The Outlooks are Stable.
Key Rating Drivers
BOI's IDRs are driven by potential support from the authorities in
Nigeria, as reflected by its Government Support Rating (GSR) of 'b'
and are equalised with the country's ratings. The Stable Outlook on
BOI's Long-Term IDR mirrors that on the sovereign. BOI's National
Long-Term Rating is the highest attainable rating on Nigeria's
National Scale, reflecting potential support from the sovereign.
Fitch does not assign BOI a Viability Rating, consistent with its
approach for development banks. This is because its business model
is driven by its policy role and is dependent on government
support, and, therefore, could not be carried out on a commercial
basis.
Improved Operating Environment: Nigeria's Long-Term IDRs were
upgraded to 'B' on April 11, 2025, as the exchange rate has
stabilised, profitability and foreign-currency (FC) liquidity have
improved and capital raisings are driving a recovery in the bank
sector's capitalisation. However, inflation remains high,
regulatory intervention burdensome and expiring forbearance on oil
and gas loans will lead to an increase in impaired loans (Stage 3
loans under IFRS 9) ratios and prudential provisions.
Strengthened Policy Role: As Nigeria's main development bank, BOI's
mandate includes financing the country's industrial sector and
promoting financial inclusion and employment. In May 2025, the
Federal Executive Council approved the 'Nigeria First' policy,
aimed at strengthening the economy, prioritising local industries
and boosting the country's industrial transformation. This includes
targeted funding for entrepreneurs and micro, small and medium-size
enterprises, of which NGN50 billion for grants, NGN75 billion for
MSMEs, and NGN75billion for manufacturing, will be channelled
through the bank.
Strategy Aligned with Public Mission: BOI provides low-cost,
long-term financing to micro, SMEs and corporates through direct
customer loans and customer loans granted at preferential rates and
guaranteed by domestic banks. The bank's strategy is linked to
public policy, including the country's industrialisation and
import-substitution initiatives. The 'Nigeria First' economic
policy will provide big growth opportunities for BOI.
Policy Role Drives Risk Appetite: Given its development mandate,
BOI targets some vulnerable segments of the economy. The bank lends
to priority and emerging sectors typically under-served by other
financial institutions. Nevertheless, adequate underwriting
standards and risk controls mitigate risks associated with this
type of lending as reflected in BOI's sound asset quality metrics.
Sound Asset-Quality Metrics: BOI's Stage 3 loans ratio remains well
below the sector average of around 5%, despite targeting vulnerable
segments of the economy. Fitch views reserve coverage of Stage 3
loans as reasonable, while the loan book is highly collateralised.
Improved Profitability: Profitability is healthy, despite not being
a key objective for BOI. In 2024, return on equity improved from
2023, driven by strong gains on derivatives and lower impairment
charges. The net interest margin compares favourably with that of
commercial banks, as its lower funding costs offset lower loan
yields.
Solid Capital Ratios: BOI maintains high capital ratios, which
Fitch views as necessary for its policy role in the challenging
domestic operating environment. Good internal capital generation
helps reduce reliance on capital support from the state.
State-Guaranteed Funding: BOI is mainly funded by borrowings
sourced from the Central Bank of Nigeria and development finance
institutions, all guaranteed by the state. At end-2024, most of the
bank's funding was guaranteed by the government.
Government Support: The authorities in Nigeria have a high
propensity to support BOI, given its 99.9% state ownership and
well-established and clearly defined policy role. Also, most of the
bank's borrowings were guaranteed - directly and indirectly - by
the state at end-2024. Nevertheless, Fitch views the authorities'
ability to support BOI as limited, as indicated by Nigeria's 'B'
Long-Term IDR.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
BOI's Long-Term IDR and GSR would be downgraded if Nigeria's rating
is downgraded. The ratings are also sensitive to a reduced
propensity of the authorities to support the bank. This could arise
from a change in BOI's policy role, such as an increasing shift
towards commercial activities, or a material reduction in
government ownership. However, Fitch views this as unlikely.
BOI's National Ratings are sensitive to negative changes in Fitch's
opinion of the bank's creditworthiness relative to that of domestic
peers.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of BOI's Long-Term IDR and GSR would require an upgrade
of the sovereign rating.
BOI's National Long-Term Rating is at the highest level on Fitch's
Nigerian National Rating Scale and cannot be upgraded.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
BOI's EUR750 million 7.5% senior participation notes due in 2027,
which are placed through BOI Finance B.V., a Dutch-based
special-purpose vehicle, are rated in line with BOI's and Nigeria's
Long-Term IDRs. The bank's financial obligations to BOI Finance
under the senior notes are irrevocably and unconditionally
guaranteed by the federal government of Nigeria.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The notes' rating would move in tandem with both Nigeria's and
BOI's Long-Term IDRs.
Public Ratings with Credit Linkage to other ratings
BOI's IDR and debt rating are equalised with Nigeria's sovereign
ratings.
ESG Considerations
BOI has an ESG Relevance Score of '4[+]' for human rights,
community relations, and access and affordability to reflect the
effect of its policy role, which includes supporting micro/small
local agricultural, manufacturing and service companies, as well as
women, youth and farmers, with the aim of creating employment and
reducing Nigeria's reliance on imports. This has a positive impact
on the credit profile through strengthening of the bank's policy
role and is relevant to the ratings in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
BOI Finance B.V.
senior
unsecured LT B Affirmed RR4 B
Bank of Industry Limited
LT IDR B Affirmed B
ST IDR B Affirmed B
Natl LT AAA(nga) Affirmed AAA(nga)
Natl ST F1+(nga) Affirmed F1+(nga)
Government Support b Affirmed b
FBN FINANCE: Fitch Affirms 'B' Rating on Senior Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of First HoldCo Plc (FHC) and its main operating subsidiary
First Bank of Nigeria Ltd. (FBN) at 'B'. The National Long-Term
Ratings have been upgraded to 'A+(nga)' from 'A(nga)'. The Outlooks
are Stable.
The upgrade of the National Long-Term Ratings reflects an
improvement in capital following a NGN147 billion (net proceeds)
rights issue and the issuers' increased profitability due to a
wider net interest margin (NIM) benefiting from higher interest
rates.
Key Rating Drivers
FHC and FBN's IDRs are driven by their standalone creditworthiness,
as expressed by their Viability Ratings (VRs). The VRs balance the
issuers' strong domestic franchise and reasonable financial profile
against their high sovereign exposure relative to capital and the
concentration of operations in Nigeria.
The Stable Outlooks on the Long-Term IDRs mirror that on the
sovereign. The National Long-Term Ratings balance a strong
franchise, healthy profitability and a stable funding profile
against high credit concentrations and thinner capital buffers than
higher rated peers.
VRs Equalised with Group VR: FHC is a non-operating bank holding
company (BHC). Its VR is equalised with the group VR, which is
derived from the consolidated risk assessment of the group, due to
the absence of double leverage and strong liquidity management. As
the main operating entity (end-2024: 96% of group assets), FBN's VR
is also equalised with the group VR.
Improved Operating Environment: Fitch upgraded Nigeria's Long-Term
IDRs to 'B' in April, the exchange rate has stabilised,
profitability and foreign-currency liquidity have improved and
capital raisings are driving a recovery in capitalisation. However,
inflation remains high, regulatory intervention is burdensome and
expiring forbearance on oil and gas loans will lead to an increase
in impaired loans (Stage 3 loans under IFRS 9) ratios and
prudential provisions.
Strong Franchise: FBN is Nigeria's third-largest bank, representing
10.7% of banking system assets at end-2024. Its strong franchise
supports a stable funding profile and low funding costs. Revenue is
well diversified, with non-interest income averaging 42% of
operating income over the past four years.
High Sovereign Exposure: Single-borrower credit concentration is
material. Oil and gas exposure (end-2024: 36% of gross loans) is
greater than the banking system average. Sovereign exposure through
securities and cash reserves at the Central Bank of Nigeria (CBN)
is high relative to FHC's Fitch core capital (FCC; end-2024: above
200%).
Weak Asset Quality: FHC's impaired loans ratio (Stage 3 loans under
IFRS 9) increased to 10.2% at end-2024 (end-2023: 4.9%), primarily
driven by one large exposure becoming impaired. Stage 2 loans are
high (end-2024: 28% of gross loans; predominantly concentrated in
the oil and gas sector and largely US dollar-denominated) and
represent a key risk to asset quality. Fitch expects a significant
increase in the impaired loans ratio by end-2025 due to oil and gas
loans migrating following the expiry of forbearance.
Healthy Profitability: FHC has healthy profitability, as indicated
by operating returns on risk-weighted assets averaging 4.6% over
the past four years. Earnings benefit from a low cost of funding
and strong non-interest income. Profitability improved notably in
2023 and 2024, primarily driven by FX revaluation gains
accompanying the naira devaluation and a wider NIM due to higher
interest rates.
Improving Capital Buffer: FBN's unconsolidated capital adequacy
ratio (end-2024: 16.5%) has a thin buffer over the 15% minimum
requirement but will improve due to the NGN147 billion rights
issue. Impaired loans net of specific loan loss allowances were 20%
of FCC at end-2024. Fitch expects capitalisation to improve
moderately in the near term due to strong profitability and planned
capital raisings.
Stable Funding Profile: FHC's customer deposit base (end-1Q25: 78%
of total non-equity funding) comprises a high share of retail
deposits and current and savings accounts (end-1Q25: 81%),
supporting funding stability and low funding costs. Depositor
concentration is fairly low.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The VRs would be downgraded if the sovereign was downgraded as the
issuers do not meet Fitch's criteria to be rated above the
sovereign.
Absent a sovereign downgrade, a downgrade of the VRs and Long-Term
IDRs could result from the erosion of capital buffers either due to
strong risk-weighted assets growth or a material increase in
problem loans and associated loan impairment charges, or a severe
tightening of foreign-currency liquidity.
FHC's VR could be notched off the group VR if the BHC's double
leverage increases above 120% for a sustained period without clear
prospects of moderation.
A downgrade of the National Ratings would result from a weakening
of the entities' creditworthiness relative to that of other
Nigerian issuers.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of the VRs and Long-Term IDRs would require an upgrade
of Nigeria's Long-Term IDRs in conjunction with a stable financial
profile.
An upgrade of the National Ratings would result from a
strengthening of the entities' creditworthiness relative to that of
other Nigerian issuers.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Senior unsecured debt issued through FBN Finance Company B.V. is
rated at the same level as FBN's Long-Term IDR, reflecting Fitch's
view that the likelihood of default on these obligations is the
same as the likelihood of default of the bank. The Recovery Rating
of these notes is 'RR4', indicating average recovery prospects.
FHC's Government Support Rating (GSR) of 'no support' reflects
Fitch's view that government support is unlikely to extend to a BHC
given its low systemic importance and a liability structure that
could be more politically acceptable to be bailed in.
The government's ability to provide full and timely support to
commercial banks is weak due to its high debt servicing metrics and
constrained foreign-currency resources in the context of the
banking sector's large foreign-currency liabilities. FBN's GSR is,
therefore, 'no support', reflecting its view that there is no
reasonable assumption of support for senior creditors being
forthcoming should a bank become non-viable.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The senior unsecured debt rating is sensitive to changes in FBN's
Long-Term IDR.
An upgrade of FBN's GSR would require an improvement in the
government's ability to provide support, which would most likely be
indicated by an increase in international reserves and an
improvement in debt servicing metrics. As a BHC, upside for FHC's
GSR is limited.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
FBN Finance Company B.V
senior
unsecured LT B Affirmed B
First Bank of
Nigeria Ltd LT IDR B Affirmed B
ST IDR B Affirmed B
Natl LT A+(nga) Upgrade A(nga)
Natl ST F1+(nga) Affirmed F1+(nga)
Viability b Affirmed b
Government Support ns Affirmed ns
First HoldCo Plc
LT IDR B Affirmed B
ST IDR B Affirmed B
Natl LT A+(nga) Upgrade A(nga)
Natl ST F1+(nga) Affirmed F1+(nga)
Viability b Affirmed b
Government Support ns Affirmed ns
===========
T U R K E Y
===========
YAPI VE KREDI: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Yapi ve Kredi Bankasi A.S.'s (YKB)
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs)
at 'BB-'. The Outlooks are Stable. Fitch has also affirmed the
Viability Rating (VR) at 'bb-'.
Key Rating Drivers
Standalone Creditworthiness Drives Ratings: YKB's IDRs are driven
by its 'bb-' VR. The Stable Outlooks mirror that on the sovereign.
The VR, one notch above the 'b+' operating environment score,
reflects YKB's comfortable foreign-currency (FC) liquidity buffers,
external market access, and stable business profile, evidenced by
good financial metrics and its solid domestic franchise (8% of
total sector assets at end-1Q25). The VR also reflects the
concentration of operations in Turkiye.
Improving but Challenging Operating Environment: The normalisation
of monetary policy has reduced near-term macro-financial stability
risks and external financing pressures. However, recent political
developments have led to increased financial market volatility,
which if sustained, could disrupt the disinflation and economic
rebalancing processes. Banks remain exposed to high inflation,
potential further Turkish lira depreciation, slowing economic
growth and multiple macroprudential regulations, despite
simplification efforts.
Solid Domestic Franchise: YKB is a domestic systemically important
bank with solid market shares (end-1Q25: 8% of sector total assets)
servicing large local and multi-national companies, mid-sized
companies and SMEs, and a key player in payment systems and credit
cards in Turkiye. The bank's well-established franchise,
underpinned by its strong brand recognition and customer base,
supports its business-generation prospects and fairly consistent
earnings.
Turkish Operating Environment Risk Exposure: YKB's risk management
frameworks are well developed, supported by appropriate
underwriting standards and adequate risk controls. Nonetheless, the
bank's risk profile remains sensitive to the Turkish operating
environment, given its concentrated operations in the domestic
market.
Asset-Quality Deterioration: YKB's non-performing loans (NPL) ratio
weakened to 3.3% at end-1Q25 (end-2024: 3.0%), reflecting higher
NPL inflows and slower loan growth (8%), notwithstanding
still-strong collections and NPL sales. Total reserves coverage of
NPLs was 111% at end-1Q25 (end-2024: 119%). Fitch expects asset
quality to continue to deteriorate moderately in 2025 as NPL
inflows continue to rise across all segments. Fitch forecasts YKB's
NPL ratio to approach 5% over the rating horizon.
Improved Profitability: YKB's operating profit improved to 3.4% of
risk-weighted assets (RWAs) in 1Q25 (2024: 2.3%), on lower cost of
lira deposit funding and swap costs amid fairly stable loan yields.
Fitch expects YKB's operating profit to be around 4% of RWAs in
2025 on net interest margin expansion as rates decline and to
improve to above 5% in 2026 following further policy rate cuts.
Earnings remain sensitive to Turkiye's regulatory environment,
including loan growth caps and high reserve requirements, and asset
quality deterioration beyond Fitch's base case.
Reasonable Capitalisation: YKB's common equity Tier 1 (CET1) ratio
fell to 11.9% at end-1Q25 (end-2024: 13.2%) reflecting the
tightening of regulatory forbearance on FC RWAs and an operational
RWA adjustment. The total capital ratio was stronger at 15.7%,
supported by FC additional Tier 1 (AT1; USD500 million issued in
April 2024) and subordinated Tier 2 debt (USD500 million issued in
2021 and USD650 million issued in January 2024), which provide a
partial hedge against lira depreciation.
Capitalisation is also supported by high pre-impairment operating
profit (8% of average loans, annualised) and full total reserves
coverage of NPLs. Fitch expects YKB's CET1 ratio to remain around
13% at end-2025, including forbearance, on expected stronger
internal capital generation.
Wholesale Funding, Stable FC Liquidity: YKB is largely deposit
funded (end-1Q25: 65% of total non-equity funding) and has
significant FC deposits (45% of customer deposits), which create
risks for FC liquidity. FC wholesale funding is high (end-1Q25: 21%
of total non-equity funding) but YKB has proven good access to
international funding markets. At end-1Q25, available FC liquidity
assets fully covered maturing FC debt due within 12 months.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
YKB's Long-Term IDRs would be downgraded following a downgrade of
the sovereign or the VR. YKB's VR could be downgraded due to a
material erosion in the bank's capital and FC liquidity buffers,
most likely due to a weakening in the bank's profitability or asset
quality beyond its base case.
An increase in its view of government intervention risk in the
sector would also likely lead to a downgrade of the bank's
Long-Term FC IDR.
The bank's Short-Term IDRs are sensitive to a multi-notch downgrade
of its Long-Term IDRs.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
YKB's IDRs would be upgraded if the bank's VR was upgraded, which
would require an upgrade of the sovereign rating, likely
accompanied by an upward revision of the operating environment
score, while maintaining a healthy financial profile and capital
and FC liquidity buffers.
The bank's Short-Term IDRs are sensitive to a multi-notch upgrade
of its Long-Term IDRs.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
YKB's senior unsecured debt ratings are aligned with its IDRs, in
line with Fitch's Bank Rating Criteria, reflecting average recovery
prospects in a default.
YKB's Tier 2 notes' rating is notched twice from its VR anchor
rating for loss severity, reflecting its expectation of poor
recoveries in case of default, in line with its criteria's baseline
approach.
YKB's AT1 notes' rating is three notches below its VR anchor
rating, comprising two notches for loss severity, given the notes'
deep subordination, and one notch for incremental non-performance
risk, given their full discretionary, non-cumulative coupons. In
accordance with its Bank Rating Criteria, Fitch has applied three
notches from the bank's VR, instead of the baseline four notches,
as YKB's VR is at the 'BB-' threshold.
YKB's 'AA-(tur)' National Rating reflects its local-currency
creditworthiness relative to other Turkish issuers.
YKB's Government Support Rating (GSR) of 'b-', notwithstanding its
systemic importance, remains three notches below the sovereign
Long-Term FC IDR given Turkiye's still modest reserves and the
bank's private ownership.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
YKB's senior unsecured debt ratings are sensitive to changes in its
IDRs.
YKB's Tier 2 notes' rating is primarily sensitive to a change in
its VR anchor rating. It is also sensitive to a revision in Fitch's
assessment of potential loss severity in case of non-performance.
YKB's AT1 notes' rating is sensitive to changes in YKB's VR. The
notes' rating is also sensitive to an unfavourable revision in
Fitch's assessment of incremental non-performance risk.
The National Rating is sensitive to changes in YKB's Long-Term
Local-Currency IDR and its creditworthiness in local currency
relative to other Turkish issuers.
YKB's GSR is sensitive to Fitch's view of the government's ability
to support the bank in FC.
VR ADJUSTMENTS
The 'b+' operating environment score for Turkish banks is lower
than the category implied score of 'bbb' due to the following
adjustment reason: macroeconomic stability (negative). The latter
adjustment reflects heightened market volatility, high
dollarisation and high risk of FX movements in Turkiye.
YKB's 'bb-' funding and liquidity score is above the category
implied score of 'b and below' due to the following adjustment
reason: liquidity coverage (positive).
ESG Considerations
The ESG Relevance Score for Management Strategy of '4' reflects an
increased regulatory burden on all Turkish banks. Management's
ability across the sector to determine their own strategy and price
risk is constrained by the regulatory burden and also by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on the banks' credit
profiles and is relevant to the banks' ratings in combination with
other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Yapi ve Kredi
Bankasi A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Natl LT AA-(tur) Affirmed AA-(tur)
Viability bb- Affirmed bb-
Government Support b- Affirmed b-
senior
unsecured LT BB- Affirmed BB-
subordinated LT B Affirmed B
junior
subordinated LT B- Affirmed B-
senior
unsecured ST B Affirmed B
===========================
U N I T E D K I N G D O M
===========================
ALDBROOK MORTGAGE 2025-1: Fitch Rates on Cl. E Notes 'BB+sf'
------------------------------------------------------------
Fitch Ratings has assigned Aldbrook Mortgage Transaction 2025-1
plc's notes final ratings.
Entity/Debt Rating Prior
----------- ------ -----
Aldbrook Mortgage
Transaction 2025-1 plc
A XS3059571516 LT AAAsf New Rating AAA(EXP)sf
B XS3059571946 LT AAsf New Rating AA-(EXP)sf
C XS3059572084 LT A+sf New Rating A-(EXP)sf
D XS3059572241 LT BBB+sf New Rating BBB-(EXP)sf
E XS3059572324 LT BB+sf New Rating BB+(EXP)sf
X XS3059573058 LT NRsf New Rating NR(EXP)sf
Transaction Summary
This transaction is a static securitisation of a mixed pool of
owner-occupied (OO; 20.4%) and buy-to-let (BTL) loans (79.6%)
originated by The Mortgage Lender (TML). TML remains the legal
title holder and the servicer of the assets. The seller is
Shawbrook Bank plc, TML's ultimate parent.
KEY RATING DRIVERS
UK RMBS Rating Criteria Updated: The ratings reflect Fitch's
updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS
Rating Criteria" dated 23 May 2025). Key changes include updated
representative pool weighted average (WA) foreclosure frequencies,
changes to sector selection, revised recovery rate assumptions and
changes to cash flow assumptions. The change in the criteria drives
the lower asset levels and final ratings that are higher than the
expected ratings for the class B, C and D notes.
Mixed Pool, Low-Seasoned Assets: The mortgage pool comprises OO and
BTL loans, primarily originated after 2023, with a WA seasoning of
14 months. Within the OO market, TML focuses on borrowers that do
not qualify for high street lenders' automated scorecard criteria.
They can include borrowers with some adverse credit and complex
incomes. TML's lending policies are in line with prime BTL lenders,
requiring full valuation of all loans and applying loan-to-value
and interest cover ratio tests for underwriting. Fitch therefore
applied transaction adjustments of 1.1x and 1.0x to foreclosure
frequencies for the OO and BTL sub-pools, respectively.
Unhedged Basis Risk: The pool comprises solely fixed-rate loans
that will revert to TML's standard variable rate (SVR) plus a
contractual margin of 4.2% on a WA basis at closing. Fitch has
stressed the transaction cash flows for basis risk between the Bank
of England base rate and SONIA, in line with its UK RMBS Rating
Criteria as TML's SVR historically closely tracks Bank of England
base rate movements.
Fixed Interest Rate Swap Schedule: The transaction features a
fixed-to-floating interest rate swap to hedge the interest rate
risk between the fixed-rate mortgage assets and the SONIA-linked
notes. The swap has a defined notional schedule, calculated using a
0% constant prepayment rate and assuming no defaults. In Fitch's
cash flow modelling, the combination of high prepayments and
decreasing interest rates leads to the transaction being
over-hedged with swap payments senior to notes interest. This
combination is the driving scenario of its ratings.
No Product Switches Permitted: No product switches can be retained
in the pool and will be repurchased. This mitigates the potential
for pool migration towards lower-yielding assets and the need for
additional hedging.
Alternative Prepayment Rates: The transaction contains a high
proportion of fixed-rate loans subject to early repayment charges.
The point at which these loans are scheduled to revert from a fixed
rate to the relevant follow-on rate will likely determine when
prepayments occur. Fitch has therefore applied an alternative high
prepayment stress that tracks the fixed rate reversion profile of
the pool. The high prepayment rate applied is capped at a maximum
rate of 40% a year.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce the credit enhancement available to the
notes. In addition, unexpected declines in recoveries could result
in lower net proceeds, which may make some notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries.
Fitch found that a 15% increase in the WA foreclosure frequencies
and a 15% decrease in the WA recovery rate could lead to downgrades
of one notch for the class A notes, two notches for the class B
notes and one category for the class C and D notes. Fitch does not
expect the class E notes would be affected.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades. Fitch found that a decrease in the WA
foreclosure frequencies of 15% and an increase in the WA recovery
rate of 15% would lead to upgrades of two notches for the class B,
C and D notes. The class A notes are at the highest achievable
rating on Fitch's scale and cannot be upgraded, and the class E
notes would not be affected.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Aldbrook Mortgage Transaction 2025-1 plc
Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
ARMADILLO MANAGED: FRP Advisory Named as Administrators
-------------------------------------------------------
Armadillo Managed Services Limited was placed into administration
proceedings in the High Court of Justice, Court Number:
CR-2025-002589, and Simon Peter Carvill-Biggs and Andy John of FRP
Advisory Trading Limited were appointed as administrators on May
29, 2025.
Armadillo Managed engaged in funeral and related activities.
The Company's registered office is at 55 Station Road,
Beaconsfield, Buckinghamshire, HP9 1QL to be changed to c/o FRP
Advisory Trading Limited, 4 Beaconsfield Road, St Albans,
Hertfordshire, AL1 3RD
Its principal trading address is at Stockley Park, 8 The Square,
Hayes, Uxbridge, UB11 1FW
The joint administrators can be reached at:
Simon Peter Carvill-Biggs
Any John
FRP Advisory Trading Limited
4 Beaconsfield Road, St Albans
Hertfordshire, AL1 3RD
For further details, contact:
Joint Administrators
Tel No: 01727 811111
Alternative contact for enquiries on proceedings:
Travis Fisher
E-mail: cp.stalbans@frpadvisory.com
BRITISH TELECOMMUNICATIONS: Fitch Assigns BB+ Rating on Sub. Notes
------------------------------------------------------------------
Fitch Ratings has assigned BT Group plc's (BT; BBB/Stable)
subordinated capital securities an instrument rating of 'BB+'. The
securities are issued by British Telecommunications plc and
guaranteed by BT on a subordinated basis.
The proceeds will be used for the refinancing of BT's USD500
million hybrid notes, callable in November 2026 and negotiated on
the same terms as BT's subordinated notes issued in April 2024. The
notes are issued under BT's EUR20 billion euro medium-term notes
(EMTN) programme.
BT's rating continues to balance a strong business profile with
stable to modestly improving operating metrics and moderate
leverage (1.9x in FY25), against a negative Fitch-defined free cash
flow (FCF) profile due to high capex, as the group enters a
critical phase in its fibre roll out and given the continuing
funding of its pension deficit.
Key Rating Drivers
Hybrid Notes
Major Hybrid Features: The hybrid notes' rating of 'BB+' is two
notches below BT's Issuer Default Rating (IDR), reflecting the
highly subordinated nature of the capital securities, their greater
loss severity and heightened risk of non-performance relative to
senior obligations. The capital securities rank senior only to the
share capital of BT and British Telecommunications plc.
The notes have been assigned a 50% equity credit to reflect the
equity-like characteristics, including subordination, effective
maturity of at least five years, full discretion to defer interest
coupon payments, limited events of default, as well as the absence
of material covenants and look-back provisions. The inclusion of a
maximum interest deferral period of five years does not affect the
instrument rating under Fitch's criteria.
Effective Maturity Date of Hybrid: BT's hybrid securities have a
tenor of 30.5 years. However, Fitch deems the effective maturity of
the tranche at 25.5 years from issue, after which point permanence
ceases, in its view. The bond will have a coupon step-up of 25bp
from year 10.5 and an additional step-up of 75bp 20 years after the
first reset date.
Change-of-Control Clause: The terms of the prospective hybrids
include call rights in the event of a change of control. If this
event triggers a downgrade to a non-investment grade rating for BT,
the group has the option to redeem all the securities. If BT elects
not to redeem the hybrid securities, the then prevailing interest
rate will increase by 5%. Change-of-control clauses with call
options that result in a coupon step-up of up to 500bp, if the
hybrid is not called, do not negate equity credit, according to its
criteria.
BT
Revenue Decline, EBITDA Expansion: Fitch forecasts BT's
Fitch-defined EBITDA margin to outstrip revenue growth, supported
by the increased uptake of fibre-to-the-home (FttP) and cost
savings. Fitch expects revenue to fall 1.4%, due to declines in
voice revenues and weak market growth fuelling competitive
pressures. However, Fitch forecasts Fitch-defined EBITDA margin to
improve to 37.5% in financial year ending March 2026, reaching
above 38% in FY28, up from 36.5% in FY25.
Cost Restructuring Underway: BT is making progress on a GBP3
billion multi-year cost-transformation programme, including natural
headcount reductions, greater digitalisation and corporate
efficiencies. Further, Fitch expects the company to be able to
monetise its suite of products in areas where they have high FttP
penetration and offer convergent products, supporting average
revenue per user (ARPU).
Network Competition: BT has continued to see line losses of 827,000
at Openreach and 85,000 at BT Consumer, driven by increasing
competition from alternative fibre providers (Altnet). The
competitive landscape is fragmented but some Altnets, such as City
Fibre (wholesale only), Hyperoptic and Community Fibre have made
strong progress. City Fibre covers several cities in the UK, is
cheaper than Openreach and has wholesale contracts with Vodafone
plc, TalkTalk Telecom Group and Sky. Altnet take-up and coverage
lags Openreach due to a lack of scale. Financial constraints have
inhibited M&A, but consolidation is likely and could begin to
materially affect competitive dynamics.
FTTP Target, Peak Capex: BT has passed 18 million FTTP and is on
track to reach 25 million by end-2026 with the aim of adding 5
million premises in FY26. Build efficiency has helped lower costs
to GBP550-650 per home (GBP250-GBP350 excluding connection costs).
Speed is critical to mitigating market share loss and transitioning
from legacy infrastructure. Fitch estimates that BT's cash capex
will peak at 25% of revenue in FY26, remaining at about 23.5% in
FY27, before reducing, driving negative FCF, after dividends, and
low single-digit cash flow from operations (CFO) less capex/total
debt across FY26-FY27.
Greater UK Focus: BT has carved out its BT Business international
division and begun to exit smaller operations abroad, such as in
Ireland and Italy. Fitch anticipates further disposals are
possible, including the international business and its stake in TNT
Sports, although the timeline remains uncertain. The refocus makes
strategic sense given UK market dynamics and the lower operational
and financial value of some non-core operations. Greater investment
and management focus will enable BT to compete more effectively in
the UK over the long term.
Peer Analysis
BT's weaker FCF, a more competitive UK market environment,
regulatory pressures and cash contributions for high pension-plan
recovery payments mean that its downgrade thresholds are slightly
tighter than for its peer group of integrated European telecom
operators that are predominantly focused on their domestic markets,
such as Royal KPN N.V. (BBB/Stable) and Telecom Italia S.p.A.
(BB/Positive).
Higher and comparably rated peers, such as Deutsche Telekom AG
(BBB+/Stable), Orange S.A. (BBB+/Stable) and Vodafone Group Plc
(BBB/Positive), have greater scale and geographic diversification
that can mitigate potential weakness in domestic performance. This
diversification also offers options to defend financial metrics in
the event of leverage pressure (i.e. through asset sales or
minority listings), whereas available measures are more limited at
BT.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- Revenue decline of 1.4% in FY26 and CAGR 0.1% in FY25-FY28
- Fitch-defined EBITDA margin of 36.5% in FY25, 37% in FY26 and
trending to above 38% by FY28
- Cash pension and asset-backed fund contributions, included within
funds from operations (FFO), of GBP790 million in FY26 and GBP780
million FY27-FY28
- A negative specific-item cash flow effect of GBP300 million a
year in FY26-FY28
- Capex at 25% of revenue in FY25, before reducing to 21.5% in
FY28
- Dividend payments of about GBP800 million in FY26 and rising by
3% a year in FY27-FY28
- Forward sales of copper included in debt
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch-defined EBITDA net leverage consistently above 2.5x.
- Deterioration in key operating and financial metrics at BT's main
operating subsidiaries and lower-than-expected FCF generation
driven by big EBITDA margin erosion, higher capex, shareholder
distributions or pension contributions.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch-defined EBITDA net leverage below 2.0x and CFO less
capex/total debt trending towards 8%-10% over the medium term.
- Greater visibility and reduced execution risks on the
implementation of BT's restructuring and transformation programme
and FttP deployment, resulting in improved FCF generation.
- EBITDA rise reflecting reduced negative effect of legacy
products, improved operating performance at core divisions and
strengthened competitive position following increased FttP and
convergent customer base penetration.
Liquidity and Debt Structure
At end-2024, BT reported unrestricted cash and equivalents of
GBP2.8 billion and access to an undrawn revolving credit facility
of GBP2.1 billion with maturity in March 2027. Its expectation of
negative FCF for the next three years is driven by pension deficit
payments and increased capex, limiting an otherwise robust
liquidity profile. Outside of first call dates on subordinated
securities, BT's next maturity is in September 2025 for its
outstanding EUR419 million bond.
Issuer Profile
BT is the UK's incumbent telecoms operator providing communications
solutions and services to consumers, SMEs, the public sector and to
other communications providers.
Criteria Variation
Fitch has treated BT's intention to meet GBP2 billion of its
pension deficit repair plan at subsidiary EE via an asset-backed
facility (ABF) as a pension obligation and not as financial debt.
This treatment constitutes a variation from Fitch's rating criteria
and reflects the purpose of the ABF and some significant
non-debt-like features, such as the ability to switch off payments
in the event the deficit is eliminated earlier than expected. Fitch
sees only a remote possibility that EE will not be able to meet an
GBP180 million annual ABF payment and trigger a cross default with
BT's debt.
Date of Relevant Committee
July 31, 2024
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
British Telecommunications plc
Subordinated LT BB+ New Rating
CELTIC HOLIDAY: Grant Thornton Named as Administrators
------------------------------------------------------
Celtic Holiday Parks Limited was placed into administration
proceedings in the High Court Of Justice, Business and Property
Court, No 000020 of 2025, and Alistair Wardell and Richard J Lewis
of Grant Thornton UK LLP were appointed as joint administrators on
May 27, 2025.
Celtic Holiday specialized in recreational, trailer parks and
camping grounds.
Its registered office is c/o Grant Thornton UK Advisory & Tax LLP,
11th Floor, Landmark St Peter's Square, 1 Oxford St, Manchester, M1
4PB
Its principal trading address is at Croft Country Park, Reynalton,
Kilgetty, Pembrokeshire, SA68 0PE
The joint administrators can be reached at:
Alistair Wardell
Grant Thornton UK LLP
6th Floor, 3 Callaghan Square
Cardiff, CF10 5BT
Tel No: 029 2023 5591
-- and --
Richard J Lewis
Grant Thornton UK LLP
2 Glass Wharf, Temple Quay
Bristol, BS2 0EL
Tel No: 0117 305 7600
For further information, contact:
CMU Support
Grant Thornton UK LLP
Tel No: 0161 953 6906
Email: cmusupport@uk.gt.com
6th Floor, 3 Callaghan Square
Cardiff, CF10 5BT
DOUGLAS SCOTT: Cowgills Limited Named as Administrators
-------------------------------------------------------
Douglas Scott Legal Recruitment Limited was placed into
administration proceedings in the In the High Court of Justice
Business and Property Courts in Manchester Insolvency & Companies
(ChD), No 000646 of 2025, and Craig Johns and Jason Mark Elliott of
Cowgills Limited were appointed as administrators on May 1, 2025.
Its registered office and principal trading address is at Annex 3rd
Floor, 15 Quay Street, Manchester, M3 3HN.
The joint administrators can be reached at:
Jason Mark Elliott
Craig Johns
Cowgills Limited
Fourth Floor Unit 5B
The Parklands
Bolton BL6 4SD
Tel No: 0161 827 1200
For further details contact:
Hannah Brown
Cowgills Limited
Tel No: 0161 827 1217
Email: hannah.brown@cowgills.co.uk
Fourth Floor Unit 5B, The Parklands
Bolton, BL6 4SD
INTERNATIONAL PERSONAL: Fitch Affirms 'BB' IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed International Personal Finance plc's
(IPF) Long-Term Issuer Default Rating (IDR) and senior unsecured
debt rating at 'BB'. The Outlook on the Long-Term IDR is Stable.
Key Rating Drivers
Strong Leverage; High Impairment Charges: IPF's rating reflects its
low balance-sheet leverage and structurally profitable business
model, despite large loan impairment charges, supported by a
cash-generative, short-term loan book. The ratings remain
constrained by IPF's focus on higher-risk customers and the
sector's susceptibility to regulatory shift, although this has been
managed well by the company.
Normalisation of Credit Costs Likely: Following below-average
impairment charges in 2024, Fitch expects IPF's IFRS 9-based credit
costs to normalise in 2025 and 2026, with its loan impairment
charges/average gross loans ratio rising to between 11% and 14%
over the next two years, compared with a recent low of 9.5% at
end-2024 (12.2% in 2023). This anticipated increase is due largely
to the resumption of IPF's growth plans, particularly in Mexico,
where credit costs are generally higher than in Europe. While IPF's
credit costs are higher than at many peers, reflecting its business
model, its weak asset quality is largely offset by adequate pricing
and sound profitability.
Sound Profitability: IPF's profitability remained sound in 2024,
with pre-tax income/average assets of 6.2% although it fell from
7.1% in 2023. The decline reflects the combined effect of the
introduction of a rate cap on credit cards in Poland, portfolio mix
changes in Mexico — where increased lending to existing customers
is granted at lower rates than for new customers — and overall
loan book contraction. Fitch expects moderate improvements in
profitability in 2025 and 2026 as loan book expansion resumes,
particularly in Mexico and Poland.
Strong Leverage: IPF's gross debt/tangible equity ratio remained
broadly stable at around 1.6x-1.7x in 2023 and 2024. Fitch expects
a moderate increase in leverage over the medium term, driven by
loan book expansion and distributions under its progressive
dividend policy, along with occasional share buybacks. Nonetheless,
IPF's low leverage ratio is a credit strength for a lending
business that is focused on non-prime customers and bearing large
impairment risk.
Sound Liquidity: Medium-Term Refinance Risk: IPF's refinancing risk
remains manageable, given only around GBP93 million of debt
financing was set to mature in 2025 at end-December 2024 (about 18%
of funding), of which IPF has redeemed its remaining 2020 Eurobond
of EUR66.7 million (around GBP55 million) by 1 April 2025. However,
its funding profile is exposed to medium-term refinancing risk due
to a GBP282 million Eurobond maturing in December 2029, which was
equivalent to 55% of funding at end-2024.
IPF's liquidity profile is supported by its cash-generative and
short-term loan portfolio (with average maturity of 13.5 months at
end-2024) and funding headroom (undrawn facilities and
non-operational cash balances) of GBP122 million at end-March
2025.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A persistent decline in IPF's profitability, with its pre-tax
income/average assets ratio falling below 3%, for example, due to
regulatory interventions, such as rate caps or a substantial rise
in impairment charges or unreserved problem receivables, signalling
a marked deterioration in asset quality.
- Major weakening of solvency, with gross debt/tangible equity
exceeding 5x, or material depletion of headroom against IPF's gross
debt/total equity covenant of 3.75x.
- A sharp reduction in liquidity headroom or a material portion of
the company's borrowings becoming short-term in their remaining
tenor.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Limited short-to-medium term upside to IPF's ratings, in view of
the risks inherent in its business profile.
- Rating upgrade over the long term is contingent on increase in
scale without a big rise in IPF's leverage, while maintaining a
pre-tax income/average assets ratio above 4.0% and further
diversifying its funding profile by source and maturity.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The alignment of the senior unsecured debt ratings with the
Long-Term IDR reflects their average recovery prospects, as all of
IPF's funding is unsecured and ranks equally with other senior
unsecured debt.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
IPF's senior unsecured debt rating will move in tandem with its
Long-Term IDR, barring the introduction of a material secured or
subordinated debt tranche.
ADJUSTMENTS
The 'bb' business profile score is below the 'bbb' category implied
score due to the following adjustment reason: business model
(negative).
The 'b+' asset quality score is above the 'ccc and below' category
implied score due to the following adjustment reason: collateral
and reserves (positive).
The 'bb' earnings and profitability score is below the 'a' category
implied score due to the following adjustment reason: portfolio
risk (negative).
The 'bb+' capitalisation and leverage score is below the 'bbb'
category implied score due to the following adjustment reason: risk
profile and business model (negative).
The 'bb-' funding, liquidity and coverage score is below the 'bbb'
category implied score due to the following adjustment reason:
funding flexibility (negative).
ESG Considerations
IPF has an ESG Relevance Score of '4' for Exposure to Social
Impacts stemming from its business model focused on high-cost
consumer lending, and therefore exposure to shifts of consumer or
social preferences, and to increasing regulatory scrutiny,
including potential tightening of interest-rate caps. This has a
negative impact on the credit profile and is relevant to the
ratings in conjunction with other factors.
IPF has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy & Data Security, driven by risk of losses from
litigations including early settlement of rebates under customer
claims. This has a negative impact on the credit profile and is
relevant to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
International
Personal Finance plc LT IDR BB Affirmed BB
ST IDR B Affirmed B
senior unsecured LT BB Affirmed BB
MITCHELLS & BUTLERS: S&P Affirms 'B+(sf)' Rating on Cl. D Notes
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BBB+ (sf)', 'BBB (sf)', 'BB (sf)',
'B+ (sf)', and 'B+ (sf)' credit ratings on Mitchells & Butlers
Finance PLC's class A, AB, B, C, and D notes, respectively.
S&P said, "While the class A notes, as explained later in this
publication, have upside potential due to an improved DSCR and
leverage, we believe downside risk remains as the pub sector is
still under pressure from relatively weak consumer sentiment and
high labor costs. We therefore affirmed our 'BBB+ (sf)' rating on
this class of notes."
Mitchells & Butlers Finance is a U.K. corporate securitization of
Mitchells & Butlers Retail Ltd.'s (Mitchells & Butlers Retail or
the borrower) managed pub estate operator operating business. It
originally closed in November 2003 and was subsequently tapped in
September 2006.
Recent performance and macroeconomic considerations
Mitchells & Butlers Retail disposed of 14 pubs from its securitized
portfolio in the 2024 fiscal year that ended in September 2024. The
issuer reported total revenue of GBP1,909 million, which increased
by about 3.3% from 2023 fiscal year, underpinned by price
increases, which were more prominent in the first half of 2024
fiscal year due to higher inflation, and an ongoing premiumization
trend that supported spend per head. With robust cost control and
productivity measures, the issuer's reported EBITDA margin
(pre-IFRS 16) improved to 17.5% from 15.1% in 2023. This remains
below pre-COVID-19 pandemic levels of about 22% in 2019. While
revenue per pub exceeded 2019 level already in 2023, EBITDA per pub
remains 6.3% lower.
Trading through the first half of fiscal 2025 (period ending April
12, 2025) was within our forecast. The group parent, Mitchells &
Butlers PLC, reported a like-for-like sales increase of 4.3%, which
is materially below the 7.0% in the same period for 2024. The
slower growth was reflected in the issuer's topline for the first
half which increased by about 4% from the previous year, while the
company-reported EBITDA margin moderated to 17.3% from 17.5% in the
same period for 2024.The reported EBITDA margin also weakened
during this period, growing by about 3.8% in the first half
compared to 7.2% in the same period for 2024, with company-reported
EBITDA margin moderating to 17.3% from 17.5% in the same period for
2024.
Price inflation has eased since the second half of fiscal 2024. In
addition, volume in the pub sector has become softer amid weak
consumer sentiment and macroeconomic uncertainty. The U.K. job
market is weakening with payrolled employment and vacancies
recently falling below pre-pandemic levels. S&P said, "We expect
volume and spend per head for the sector to remain suppressed by
tight discretionary spending, which will dampen topline expansion
in fiscal 2025 and beyond as pub operators respond with slower
price increases. We think that Mitchells & Butlers Retail's scale,
the brand diversity of its mainly suburban estate, and investments
in tailoring its estate and menu propositions to consumer
preferences should mitigate some volume pressure and support
topline performance."
S&P said, "We continue to expect the profitability of the sector to
stabilize at a lower equilibrium compared to pre-pandemic levels,
reflecting weak consumer sentiment and structurally higher labor
costs (due to a higher national living wage and employers' national
insurance contributions from the U.K. Autumn Budget). We also
consider the persistently high input and electricity costs amid
ongoing regional conflicts and supply chain uncertainties from
escalating tariff tensions. In our view, what underpins a
stabilized margin in our forecast periods-albeit at a lower
level-is that large operators will still have some headroom in
streamlining costs in labor scheduling, energy use, and menu
engineering and scaling up the efficiency initiatives throughout
their estate, amongst broader efforts in capturing footfall through
ongoing estate upgrades."
Rating Rationale
The transaction features five classes of notes (A, AB, B, C, and
D), the proceeds of which have been on-lent by Mitchells & Butlers
Finance, the issuer, to Mitchells & Butlers Retail, via
issuer-borrower loans. The operating cash flows generated by
Mitchells & Butlers Retail are available to repay the issuer's
borrowings that, in turn, uses those proceeds to service the notes.
Each class of notes is fully amortizing.
Mitchells & Butlers Finance's primary sources of funds for
principal and interest payments on the outstanding notes are the
loan interest and principal payments from the borrower and amounts
available under the liquidity facility.
S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis on the notes in this transaction. Our
ratings address the timely payment of interest and principal due on
the notes, excluding any subordinated step-up interest. They are
based primarily on our ongoing assessment of the borrowing group's
underlying business risk profile (BRP), and the robustness of
operating cash flows supported by structural enhancements.
"Unlike in our previous review, we begin our analysis with the
construction of our base-case operating cash flow projections and
determination of a base case anchor which does not reflect the
liquidity support at the issuer level. We then perform downside
analysis which aims to refine our base-case anchor depending on the
resilience of the tranche to downside conditions. We model 15.0%
declines in S&P adjusted EBITDA for Mitchells & Butlers Retail
managed estate due to stress factors such as market or competitive
developments in the industry, demand fluctuations, or operating
cost changes, etc. In our downside analysis, we give benefit to
structural forms of support, generally in the form of liquidity
support. We then perform our modifier and comparable rating
analysis.
"We believe macroeconomic conditions have now set at a new normal
for the sector, hence we no longer consider delayed EBITDA recovery
from the COVID-19 pandemic or extraordinary inflationary pressures
in our analysis. The EBITDA margin for the overall pub sector sits
at a new, lower equilibrium, in our view, and will not fully
recover to pre-pandemic levels in our forecast periods. We
therefore no longer apply paragraph 46 of our corporate
securitization criteria to determine the resilience-adjusted anchor
based on downside analysis alone."
Business risk profile
S&P continues to assess the borrower's BRP as fair, supported by
the group's strong position as one of the top three pub operators
in the U.K., its well invested estate, and its family-friendly
offering with drinks generating just over half of its revenue.
DSCR analysis
S&P's cash flow analysis serves to both assess if cash flows will
be sufficient to service debt through the transaction's life and to
project minimum DSCRs in our base-case and downside scenarios.
Counterparty risk
S&P said, "We do not consider the liquidity facility and bank
account agreements to be in line with our counterparty criteria,
due to the weakness of the contractual remedies provided in the
documentation. Therefore, our ratings on the notes in this
transaction are capped at the weakest issuer credit rating (ICR)
among the bank account providers (Barclays Bank PLC and Santander
U.K. PLC) and the liquidity facility providers (Lloyds Bank
Corporate Markets PLC and HSBC Bank PLC)."
The notes are supported by hedging agreements with NatWest Markets
PLC (interest rate swaps for all the floating rate notes and
cross-currency swap on the class A3N notes) and the Citibank N.A.
London branch (interest rate swaps on the class A4, AB, C2, and D1
notes). S&P said, "We assess the collateral framework as weak under
our counterparty criteria, notably due to the length of the remedy
period to begin collateral posting, while the replacement
commitment is robust enough that we give credit to it. As the swaps
in this transaction are collateralized, we consider the resolution
counterparty rating (RCR) on the swap counterparty as the
applicable counterparty rating."
This combination of factors results in a maximum supported rating
on the notes at the level of the lowest applicable rating among the
ICR on the account banks, the ICR on the liquidity facility
providers, and the RCR on the swap counterparties. The current
minimum applicable rating is at least equal to the ratings on the
senior notes, so they do not currently constrain our ratings.
Outlook
S&P said, "We expect the pub sector's margins to stabilize at a
new, lower equilibrium over the next 12 months as the sector
grapples with demand and cost headwinds. We see a deviation in the
recovery trajectory of EBITDA per pub, with tenanted pubs expected
to recover to 2019 levels by 2025-2027, while managed pubs continue
to remain subdued in the forecast period. We expect pub operators
to continue to prioritize agility in meeting shifting consumer
preferences, efficiency of their operations, and cash generation,
underpinning the new margin levels and growing the maintenance
covenant headroom."
For many rated pub operators, their significant freehold property
portfolios offer substantial operational and financial flexibility.
Proceeds generated from disposals provide an additional source of
funding for capital investment underpin strategic initiatives. For
example, in 2024, Marston's Pubs generated GBP40.2 million from
disposals of non-core asset sales. S&P still expects the quality of
earnings to remain the defining factor in the pub operators' credit
profile compared with the amount of real estate ownership.
Downside scenario
S&P said, "We may consider lowering our ratings on the notes if
their minimum projected DSCRs in our downside scenario have a
material, adverse effect on each tranche's resilience-adjusted
anchor.
"We could also lower our ratings on the class A, AB, B, C, or D
notes if a deterioration in trading conditions related to a general
weakness in consumer spending materially increases leverage at the
borrowing group from the current level or reduces cash flows
available to the borrowing group to service its rated debt.
However, the quality of earnings will, in our view, be largely
driven by industry trading conditions and the pubs' ability to
manage competitive and cost pressures amid consumer demand
volatility. Consequently, our ratings on the notes may be
negatively affected if the borrower's revenue- and margin-driving
measures are less effective in mitigating cost headwinds compared
to our forecast, or if there are any missteps in working capital
management leading to significant cash outflows, that would use up
the existing covenant headroom or lead to lower profitability
equilibrium than expected."
Upside scenario
S&P said, "Due to ongoing macroeconomic uncertainties around weak
consumer sentiment and geopolitical tensions, we do not anticipate
raising our assessment of Mitchells & Butlers Retail's BRP over the
near to medium term. We could raise our ratings on the class B, C,
or D notes if our assessment of the borrower's overall
creditworthiness improves, which reflects its financial and
operational strength over the short- to medium-term. In particular,
we would consider lower leverage and the ability to generate higher
cash flows, as well as higher covenant headroom, when evaluating
the scale of any improvement. Also, we could raise our ratings on
the class A and AB notes, if the company continues to prove
resilience to and navigate cost pressures and soft consumer
sentiment, and if our minimum DSCRs improve to the upper end of
their current respective minimum base-case DSCR ranges."
STEP ON SAFETY: FRP Advisory Named as Administrators
----------------------------------------------------
Step On Safety Ltd was placed into administration proceedings in
the High Court of Justice, Court Number: CR-2025-003367, and Emma
Priest and Glyn Mummery of FRP Advisory Trading Limited were
appointed as administrators on May 28, 2025.
Step On Safety is a manufacturing company.
Its registered office is at 30 Old Street Old Street, London, EC1V
9AB in the process of being changed to Jupiter House, Warley Hill
Business Park, The Drive, Brentwood, Essex, CM13 3BE
Its principal trading address is at Factory Lane, Brantham, CO11
1NH
The joint administrators can be reached at:
Julie Humphrey
Emma Priest
FRP Advisory Trading Limited
Jupiter House
Warley Hill Business Park
The Drive, Brentwood
Essex CM13 3BE
For further details contact:
The Joint Administrators
Email: cp.brentwood@frpadvisory.com
Tel No: 01277 50 33 33
Alternative contact:
Olivia Pascale
Email: cp.brentwood@frpadvisory.com
*********
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