Accessing the Japanese Investor Base

With Japanese investor demand for exposure to international credits strengthening, leading SSA and FIG borrowers from Europe gathered in February to discuss the outlook for supply-demand dynamics in Japan-targeted bond issuance.

  • 28 Mar 2012
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Participants in the roundtable, which took place at the London headquarters of SMBC Nikko Capital Markets, were:

Andreas Alestrom, vice president, international funding, Kommunalbanken Norway (KBN), OsloSam Amalou, managing director and head of debt capital markets, SMBC Nikko Capital Markets, LondonRichard Anund, executive director, head of funding, SEK, StockholmSteve Apted, managing director, head of debt syndicate, SMBC Nikko Capital Markets, LondonLouise Bergstrom, head of investor relations, SBAB Bank, StockholmSandeep Dhawan, head of funding, Americas, Asia & Pacific capital markets, European Investment Bank (EIB), LuxembourgOlga Dyakova, senior manager, funding, European Bank for Reconstruction and Development (EBRD), LondonBeate Forell, vice president in charge of Japanese yen and Uridashi funding, KfW, FrankfurtAlexander Liebethal, vice president of capital markets, KfW, FrankfurtKazuhide Tanaka, director, head of long term funding, Japan, Rabobank, TokyoChieko Takenaka, executive director, debt capital markets, SMBC Nikko Capital Markets, LondonModerated by Philip Moore, EuroWeek

Euroweek: What are the attractions of the Japanese investor base, and how are the behaviour and preferences of Japanese investors changing?Amalou, SMBC Nikko: At an institutional and retail level, the Japanese investor base plays a crucial role in the funding programmes of many borrowers.

Japanese demand for foreign bond issues has become much more consistent. In the past, when they encountered crises or credit issues, Japanese investors tended to withdraw fairly rapidly from international credits and markets. But recently we’ve seen much more continuity of demand from investors in Japan. It would be interesting to ask if issuers have had the same experience, especially in the context of the European sovereign debt crisis.

Dhawan, EIB: Over the last two to three years demand has remained reasonably robust. We generate about 10%-15% of our annual funding requirement from Japanese investors, and that has not changed in recent years.

It’s important to draw a distinction between the reaction of investors to the crisis of 2008-09 versus their reaction this time around. On the previous occasion Japanese investors did withdraw for a while, but this time their response has been more robust.

Japan is a market with high savings where issuers can access a multitude of currencies, in a number of structures from a variety of investors across a range of maturities all from one small geographical region. That makes it exceedingly attractive from an issuer’s

As a consequence of the diversity that is available in the market, there is obviously a wide spectrum in terms of risk appetite, with retail Uridashi investors reacting very differently from large banks. From EIB’s perspective, retail investors are still more risk averse, which has been reflected in their demand for shorter maturities. Large banks and real money accounts regard SSA borrowers such as ourselves as strong and stable, and they believe the spreads we’re at are reasonably attractive.

Euroweek: Has KfW’s experience in Japan been similar to EIB’s?Liebethal, KfW: Our story is pretty comparable. We’ve been in the Japanese market for 25 years now and it’s fair to say there is a huge mutual attraction between Japanese investors and KfW.

Japanese investors have a very sharp risk awareness, which means that an issuer like KfW is very suitable for them. From our perspective, these investors are reliable and stable in terms of their investment behaviour and have a lot of money to put to work.

Japanese investors’ participation in our liquid US dollar benchmarks is stable or slightly increasing. In euros, the strength of their demand may seem surprising, given that KfW’s yield levels are relatively low, but this reflects their search for safe havens. This is also the pattern we see in the true yield-enhancing currencies such as Australian dollars where the yield differential is very tempting for Japanese investors.

Dyakova, EBRD: Japan is a founding member of the EBRD and its second largest shareholder. Both institutional and retail Japanese investors have been very important to the EBRD since the establishment of the bank 20 years ago.

We’ve been accessing the Japanese investor base through dollar benchmarks as well as Uridashi deals, and I wouldn’t say that we’ve seen Japanese investor behaviour change. We usually roadshow once or twice a year in Japan, and investors always come in well prepared and ask well-informed questions.

When it comes to their participation in EBRD deals, Japanese investors appear to understand very clearly that the ‘E’ in our name does not mean that the bank is affected by the sovereign debt crisis as it operates in different countries to those most affected by it. Although we lend to projects in central and eastern Europe, the portfolio is not concentrated in that region and we lend to other countries as well, such as Turkey and

Euroweek: You placed about 64% of your recent dollar benchmark in Asia. Was Japan a big driver of that deal or was it mainly non-Japan Asia?Dyakova, EBRD: We saw good demand from Japan as well as non-Japan Asia. Japanese demand for our dollar benchmarks is coming from official institutions, banks and insurance companies. Tanaka, Rabobank: We’ve seen a great pick-up in demand for our dollar and euro benchmarks from Japanese investors. Perhaps that is due to increased market volatility. Last year if we were to do a dollar or euro benchmark, it would have been today’s business — in other words the books would open in the morning, New York time, and close by early afternoon. Japanese investors would not have much of a chance to look at those bonds.

The increased volatility of the last few months means that there is now a period of market sounding, or price whispering, which allows Japanese investors to get more involved, which has driven a pick-up in interest.

Dhawan, EIB: Clearly the timing of execution has supported Japanese and Asian demand. Also everybody is preparing their deals a lot more thoroughly than they used to. There’s more lead time, and with Japanese participation in global benchmark programmes increasing, it makes sense for issuers to ensure that Asian investors are adequately notified. Many of our issues into Japan are a function of so many moving parts and variables that you have to make sure that investors are given enough time to align them all favourably.

Large-scale Japanese investment in the core currencies used to be predominantly at the secondary rather than the primary level. It’s only recently that their participation has shifted towards big investments in the primary market. This process has taken a while and it has only been made possible by the longer gestation and careful preparation time that is going into the new issue process.

Euroweek: SEK funded 53% of its programme in Japan in 2010, which fell to about 28% last year. Was that decline driven by any perceived change in Japanese investor preferences?Anund, SEK: No. The most decisive factor last year was that we decreased our liquidity. So we tightened our levels dramatically in 2011 to reduce the volumes from the Japanese market. In the Uridashi market a lot of our issuance was short dated non-call three and non-call six month issuance which was not the money we needed at the time. But there was no fundamental change in our approach to the market.Euroweek: KBN was the largest issuer in the Uridashi market last year by a considerable distance. Andreas, have you noticed any change in Japanese investor behaviour?Alestrom, KBN: We’ve raised around 50% of our funding from the Japanese market in the last couple of years, which has proved to be a very resilient and dependable source of funding for us. Like SEK, much of our issuance has been in short maturities with frequent call options, which has provided good funding levels and is a good substitute for ECP at the short end.

In addition to Uridashi placement, we see strong demand for our Australian dollar transactions in Japan.

In the benchmark US dollar transactions we haven’t seen a great deal of placement into the Japanese investor base historically. Hence in that area we’re not dependent on Japanese demand.

Forell, KfW: The Uridashi market has been an extremely important source of funding for us over the last year. We saw very strong demand from Japanese retail investors, who are obviously cash rich, and we doubled issuance compared with 2010.

The bulk of our issuance has been in structured paper with call features, but we have some limitations there in terms of non-call periods which are at least six months. The size of our funding programme also means we generally have a minimum size of about ¥2bn because we need to justify all the documentation work needed in conjunction with Uridashi issuance.

In 2011, our Uridashi transactions were mostly denominated in Japanese yen and were mainly Nikkei-linked, which is a trend that has continued this year. Although the size of our issues in 2012 has been slightly smaller than in 2011, we’re still happy with the deal flow.

Liebethal, KfW: Demand from Japan is overwhelming, and there have been no hints that the European debt crisis has had a negative impact on this demand. The important thing from our side is to fine-tune the management of our transactions to make sure they don’t cannibalise one another.Euroweek: Talking about demand from Japanese investors, this might be a good time to bring in Kaz. As probably the most prolific issuer in the Samurai market, does managing your timetable of Japan-targeted issuance present challenges for Rabobank?Tanaka, Rabobank: We issue Samurai benchmarks two or three times a year. The Uridashi market is much more open and there we try to be in the market at least once a month, and we try not to cannibalise demand by ensuring that we issue in a range of currencies and through a number of different dealers.

In terms of timing, we look at the market from a fiscal year perspective. So we like to issue at least once in the first and second halves of each fiscal year, and I depend on my dealer group to tell me when the opportunity arises to do so.

Euroweek: Last year SBAB made a very successful return to the market after a 12 year absence. Louise, perhaps you could explain what brought you back to the market after such a long gap?Bergstrom, SBAB: We had had a shelf in place, which we hadn’t used for a long time, mainly due to market conditions, and especially adverse basis swaps.

Internally we highlight the need for diversification and retaining access to a variety of funding sources is now a strong focus. This means that the Japanese investor base is important for us, and we aim to be in the market on a regular basis, issuing at least once a year.

As everybody else has highlighted, the investor base is sophisticated and well-prepared. It is also a risk averse investor base that is attracted by the fact that we are 100% owned by the Swedish government.

Euroweek: So diversification is key, but not at any price?Bergstrom, SBAB: That’s right. All of our lending is in Swedish kronor, which means that all the issuance we do in foreign currencies needs to be swapped back into three month, floating rate kronor.Euroweek: Even though the swap has not been moving in favour of European borrowers in recent months, is it true to say that the after-swap costs of Samurai issuance remain compelling?Tanaka, Rabobank: For benchmark Samurais, we look at our euro benchmark curve, and as far as possible we would aim to price our Samurai bonds flat to that curve because we try to be as transparent as possible with institutional investors. I’m sure everybody around the table has the same objective. Alestrom, KBN: We’ve been looking at the Samurai market but it hasn’t made sense compared to the other markets we’re active in from a cost perspective. The point about investor diversification is a good one, but we feel we have a flexible and diverse programme and we can access other funding sources such as through our US 144A documentation, Australian dollar, sterling and other institutional markets very efficiently. Anund, SEK: Talking about the basis swap, even though as you say it had come back a bit since the end of last year, if you look at it from a long term perspective it is tight at the moment.

If you compare the Samurai market with other benchmark funding sources, it has to be competitive. There is a cost associated with diversification and you can’t pay up too much.

Apted, SMBC Nikko: I agree that Japanese investors have become a lot more sophisticated. Four or five years ago, when we pitched Samurai investors we talked about the pricing relative to the rating. Our dialogue with investors these days is much more complex. They know exactly where credits like EIB and KBN are trading in dollars and in euros. Because they’re aware of secondary trading levels, investors will often tell us that they won’t buy Samurais through euros. That means we have to justify pricing levels to investors more than we used to.Amalou, SMBC Nikko: It’s also important to bear in mind that in recent years the predominant issuers in the Samurai market have been financials. That is mainly a consequence of the cost of swapping back into currencies such as dollars or euros and an increased search for diversification.

Clearly, given the higher spreads that financial institutions are now required to pay in dollars and euros, the impact of the basis swap has been negated to some extent.

But if you look at SSA borrowers, the important factor for Japanese investors is that as a starting point their focus will be on earning a pick-up versus JGBs. Any foreign issuer coming with a pick-up to domestic references or benchmarks will potentially be able to offer an attractive alternative to Japanese investors. So most SSA issuers will therefore be less active in the Samurai market because of the cost.

Euroweek: Would the SSA borrowers around the table like to comment on the relative all-in costs of the Samurai market? Dyakova, EBRD: We always compare the costs of issuance in markets such as yen to where we could issue in US dollars because we don’t have a need for yen on the loan side. Unfortunately, the euro-dollar basis and yen-dollar basis have been exhibiting very similar behaviour recently. We think the structural reason for this is that there is a shortage of dollar funds in the financial system, which means that borrowers are prepared to pay up for access to dollar funding. Until this changes, and until the basis narrows back to where it was in 2008, when it started to widen, Euroyen and Samurai issuance will remain expensive for us relative to dollars.Liebethal, KfW: I hesitate to say the Samurai market would be too expensive for us. It may still be of strategic value for KfW or for any other SSA borrower, and given the importance of Japanese investors it is unfortunate that we are not active at the moment, either in the Samurai or Euroyen or yen global market. Cost is not necessarily the overriding factor, but at current levels these markets just don’t make sense. There is a comparable situation in the Swiss market where yield levels are also extremely low.Dhawan, EIB: To make a sweeping generalisation, for EIB, the Japanese market can be broadly split into two. One part is the market that we access when we’re doing global benchmarks in various core currencies. The other is made up of Uridashis, MTNs, Samurais and so on, which for us, is largely reverse-enquiry driven.

Olga hit the nail on the head as far as the basis swap is concerned. The phenomenon of basis swap widening has largely been a function of factors such as Japanese regional banks and other borrowers accessing dollar funding and is akin to the euro-dollar basis swap dynamic.

We imagine that it is a phenomenon that is here to stay in the near term, and it’s clearly an important component of pricing. But it doesn’t drive our funding strategy one bit. What I mean by that is if there was a domestic pricing reference for us to use in Japan, we would use it. But there is none. So we have to use a pricing reference related to dollars or euros, which means that the basis swap inevitably becomes part of the pricing component.

We run a treasury book at times in Japanese yen, so we don’t have to swap everything. We could take yen raised in whatever form — Samurai, Euroyen, what have you — but the question is, how would we price without a domestic reference? It is hard for investors to assess value when there are no established issuance curves by offshore issuers.

What’s true of the Japanese market is also true of a number of others. The Australian dollar market is another prime example of a market where there is no domestic reference, so everybody always tries to translate back into some other reference currency.

Therefore it would be inaccurate to say that the basis swap is preventing us from issuing in the Samurai market. It is just one of the many components that goes into the pricing discussion. But until there’s a domestic pricing reference, there’s no way of getting round it.

Takenaka, SMBC Nikko:The tightening in the basis swap this year has been dramatic and has made it quite challenging for Japanese investors to keep up. It has also made it more difficult to reconcile the needs of investors and issuers, because while windows of opportunity may be short for issuers from a cost perspective, investors’ orders may lag due to credit work and approval.Anund, SEK: Coming back to Sandeep’s point, we also have a yen funding book, so we can keep some of our transactions in yen. But would EIB consider swapping a transaction in dollars or any other currency back into yen when the basis swap is wide?Dhawan, EIB: No, because we consider ourselves to be very poor at forecasting basis swap levels, and besides, our treasury is not run as a trading operation. So we would never take a punt on the basis swap. Any currency we issue in must either be used for lending purposes, or on occasion to diversify the currencies in our liquidity book to minimise the risk of filling up on counterparty limits by focusing the liquidity book on just a few currencies. That’s why although we don’t lend in yen, we can run a yen book.Euroweek: We’ve spoken about the benefits of using the Samurai market to diversify issuers’ investor bases. But does the Samurai market offer access to investors that would be impossible to reach in any other format? Amalou, SMBC Nikko:For the most part, yes. But there are some very well known Tokyo-based investors who are active across all benchmark currencies and formats. So there will be a small element of overlap.

But clearly with a Samurai distribution you also have access way beyond those core institutions, allowing you to tap into the regional investor base. That generally enhances volumes, but in some cases it can also help to generate a little price tension.

Euroweek: What about diversity of maturities in the Samurai market? Three and five years are the core maturities, but we’ve also seen issuance out to 15 years.Tanaka, Rabobank: As a bank, five year funding suits us very well. That seems to be the sweet spot for Samurai investors and hopefully will remain so.

Since the onset of the crisis in Greece, we’ve seen a shortening of maturities with demand rising for three year issuance. But that is just a reflection of short-term sentiment. As confidence returns, I’m sure we’ll see a strengthening of demand for five year maturities.

Bergstrom, SBAB: We issued three and five year tranches, with the main part of the issue in the five year fixed space. The rest of it was based on reverse enquiry.

When you’re doing a Samurai you are really building up a transaction based on relationships. Drawing up the documentation and putting the programme in place is a lengthy process, but there are good rewards for putting in all the hard work. But it’s a two-way process because investors are fantastically well-prepared. They are also looking to diversify their portfolios, so both parties benefit.

Euroweek: SBAB brought diversity into the market in the sense that it was a name that hadn’t issued for 12 years. But it’s still financial, and it’s still Nordic. To what extent does this market urgently need to see a more diverse range of issuer types, such as corporates and sovereigns? Amalou, SMBC Nikko: We have seen a few corporates accessing the Japanese investor base on a regular basis for strategic reasons. Renault, for example, with its big stake in Nissan, has a natural yen requirement.

For the most part, however, what we’ve seen during the crisis is that corporates have been performing fairly strongly. This is one reason why there has been very little corporate issuance into Japan, although we have seen some MTN activity, which is quite a large component of the Japanese market.

The corporate sector will probably be more interesting, particularly as a consequence of what’s going on in the banking sector. In the past, corporates have depended largely on loan funding, but increasingly they are turning to the bond market. Japan could play an important role in helping corporates with diversification. And the continued deterioration of the economic situation in Europe may also start to have a negative impact on the currently favourable cash flows that corporates have been generating. That may lead them to look further afield for other funding sources in the months and years to come.

Euroweek: Looking at the need for diversification from a different perspective, Rabobank accounted for about 11% of total Samurai issuance last year. Is there a concern that investors may be approaching their limits on names such as Rabobank, or on some of the Australian banks that have also been regular issuers in the market? Tanaka, Rabobank: Obviously demand is not limitless, but investor limits tend to be arbitrarily set on a case by case basis by each investor. If an investor really wants to buy you, but has an artificial ceiling on your name or any other, that can be changed.

That may come to the fore this year as the Samurai market changes. For example, for tax reasons there will be a drop in issuance by US companies, at least over the short term. That will leave a big hole in the market, and I certainly plan to take advantage of that opportunity to the fullest extent. That may mean that some investor limits will have to change.

Over the last year, there have been some occasions on which I have run up against investor limits. But we’ve still ended up with a series of large transactions. So it’s certainly not a limiting factor.

Amalou, SMBC Nikko: Rabobank came to the market three times last year and we’ve also seen a lot of repeat issuance from some of the Australian banks. That may be a reflection of the market we’re in, where Japanese investors have been a little more cautious about some of the financial issuers that are more exposed to the European crisis.Euroweek: If concentration risk were to become a problem, would retail-targeted Samurai issuance be a worthwhile alternative solution for the more prolific borrowers in the market?Dyakova, EBRD: I can’t see the necessity of retail-targeted Samurai issuance for borrowers who already access retail investors through the Uridashi market. Is the investor base different?Amalou, SMBC Nikko: Not really. From your perspective as a supranational with Japan as a shareholder, the Uridashi market is most convenient way to approach the retail market because you don’t have any requirement to file. The Samurai approach targets yen investors, however, and offers an additional layer of protection which may be why some issuers and dealers have looked at the Samurai option.

Whereas institutional Samurais have a fiscal agent, retail-targeted issues have a commissioned company bank which also acts as a trustee representing investors. So the investor appeal can be broader.

Euroweek: Total Samurai issuance was just over ¥2tr in 2011. Is this anywhere near capacity? Or is there plenty of scope for this to grow into a ¥4tr or ¥6tr market? Are there pockets of demand that have not yet been explored?Amalou, SMBC Nikko:Total issuance in the Samurai market averages $20bn-$25bn a year. The peak was back in 2000 and we’re more or less back to that level in terms of current volumes.

By comparison, it is estimated that there was $60bn of issuance in the Uridashi market in the whole of 2011, about half of which was in structured yen issues.

That puts the importance of the retail market into perspective.

Beyond that, there is also demand for MTNs as well as Japanese participation in foreign currency benchmarks and private placements. So in total we’re looking at a good annual $150bn-$200bn of demand from the Japanese investor base finding its way into international credits.

Anund, SEK: I was in Japan a few weeks ago and one of the trends there is that domestic investors are looking to reduce their huge holdings of JGBs as they look around for more yield. If the big Japanese institutions start to shift just a small portion of their portfolios out of JGBs and into alternative yen-denominated bonds, there would be a lot of potential for more funds to move into products such
Samurais. Euroweek: The SBAB Samurai was heavily oversubscribed. Louise, were you conscious of a lot of unsatisfied demand for your issue?Bergstrom, SBAB: Yes. On the back of our Samurai transaction we received a number of enquiries about whether we could issue any private placements.

We’ve also seen increased demand for our Uridashis since the Samurai.

In response to this demand we considered issuing another Samurai last year, but we have decided to stick to a consistent policy of issuing one deal a year rather than trying to take too much out of the market too quickly. The capacity is certainly there, but we also need to make sure we maintain a presence in our other core markets across senior unsecured as well as covered bond issuance.

Euroweek: What have investors in Japan been telling you about potential demand for covered bonds?Bergstrom, SBAB: Japanese investors are very risk averse. But at the same time they want yield. The feedback we have is that if investors are comfortable with a bank’s credit profile, they would be happier buying in unsecured format than giving up some of the yield in the covered bond market.Euroweek: As from April 1, borrowers will have the option of filing for Samurai issuance in English. Would it be advisable to do so? Or would it risk defeating the purpose by sending out a very discourteous message to smaller Japanese institutions?Bergstrom, SBAB: From a legal perspective we could probably make more use of English language documentation in our next Samurai issue. But as I said earlier, the process of building investor relationships in Japan is two-way. Some smaller regional investors might not even look at an issue if documentation isn’t in Japanese. So it’s important to keep providing that service even if it’s not legally required. Takenaka, SMBC Nikko: We have been asked some questions about this, mostly by corporates, which do not have the capacity to be regular issuers in the Samurai market.

Borrowers will still be technically required to provide summaries in Japanese, which should alleviate some investors’ concerns about foreign language documentation.

Dyakova, EBRD: Regional investors appreciate local language documentation, which is why we’ve been preparing dual language prospectuses in the past, for domestic issuance in Taiwan and Italy, for example. We would certainly be prepared to do dual-language documentation for Samurai and the changes would allow us to specify that the English language prevails, should we issue in that market. It’s important to have main terms in the local language when a big proportion of investors do not speak English.Amalou, SMBC Nikko: English language documentation may appeal to newcomers to the market because one of the reasons issuers have been reluctant to come to the market has been the perceived obstacle of the paperwork in Japanese.

But for existing borrowers, which the borrowers around this table are, there is very little benefit to be drawn from filing in English. Some English disclosure has been allowed since 2005, but many issuers have chosen not to take advantage of it.

Of course, English disclosure reduces translation costs, but it may raise doubts about marketability. It remains to be seen if the Japanese language summaries that Chieko mentioned would suffice for some investors, especially the regional accounts less exposed to international markets.

Tanaka, Rabobank: Most of us have Uridashi and Samurai shelves in place and if you translate documentation for one, it makes sense to do so for the other. It’s clearly more important for retail-targeted documentation to be in Japanese. Euroweek: Since the Eksportfinans downgrade, Japanese investors have presumably become much more focused on the small-print of documentation. Have any issuers found that they’ve had to do more credit work in Japan since Eksportfinans? Anund, SEK: In every meeting with investors and dealers on our recent visit to Japan, questions were raised about Eksportfinans. They also asked us to clarify the difference between our ownership structure and that of Eksportfinans. But as soon as we sat down and explained the differences everyone was comfortable with us since we are 100% owned by the Kingdom of Sweden and our government has increased its commitment to SEK in recent years.Alestrom, KBN: I agree with Richard. We went to Tokyo in January and hosted an event along with the Norwegian Embassy to explain the situation and to highlight the difference in the ownership structure, with KBN being 100% owned by the central government, to third party Uridashi houses and investors. We delivered a presentation, which was well received and we had positive feedback. Euroweek: Sam mentioned MTNs earlier. How much use have borrowers around the table been making of MTN programmes in Japan? Forell, KfW: Our experience in recent months in the MTN market is that although we’ve had a lot of enquiries, we haven’t really done much business. The trend over the last year has been that beyond one or two larger plain vanilla bullet private placement transactions, structured deals have become relatively small. Last year our average transaction was just over ¥200m, which is tiny compared with the peak of the market in the middle of the last decade when we had average sizes of well over ¥1bn. In our most active year we did 336 transactions, and the number in recent years is considerably down on that.Alestrom, KBN: We haven’t done too many private placements in the last couple of years. Most of our funding has been Uridashi-driven, but we have seen a little pick-up in private placements this year so hopefully it will continue. Anund, SEK: I would say the same. We’ve had some enquiries but activity has still been quite limited.Amalou, SMBC Nikko:Looking at the history of the market, borrowers such as EIB and KfW were more active in the yen benchmark market in the days when transactions were mainly targeted at investors outside Japan in global yen and Euroyen format. That was a very big component of the yen market, but for the most part it was not placed among Japanese investors. Demand for yen is mainly from Japanese accounts. Dhawan, EIB: The driver of that used to be the withholding tax on JGBs. Once that was removed, the international yen market more or less collapsed.
  • 28 Mar 2012

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2 JPMorgan 81.25 1 2.50%