TCREUR_Public/151126.mbx         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, November 26, 2015, Vol. 16, No. 234

                            Headlines

C Z E C H   R E P U B L I C

VIKTORIAGRUPPE: Ownership Change No Impact on Insolvency Process


G R E E C E

ELETSON HOLDINGS: Moody's Raises CFR to B2, Outlook Stable
PIRAEUS BANK: Advisers May Earn Up to EUR80MM From Equity Raising
SEANERGY MARITIME: Announces Delivery of 2 Capesize Vessels


K A Z A K H S T A N

KOMPETENZ JSC: Fitch Affirms 'B' IFS Rating, Outlook Stable


L U X E M B O U R G

FLINT: Moody's Assigns (P)B1 Rating to EUR150MM 1st Lien Facility


R U S S I A

ASKO SCEL: Bank of Russia Suspends Insurance License
AZIMUTH PJSC: Liabilities Exceed Assets, Probe Reveals
BLAGODENSTVIE OJSC: Bank of Russia Revokes Insurance License
GELENDZHIK-BANK PJSC: Liabilities Exceed Assets, Probe Finds
LOYD-POLIS LLC: Placed Under Provisional Administration

MAXIMUM BANK: Placed Under Provisional Administration
REPUBLICAN INVESTMENT: S&P Affirms 'B' ICR; Outlook Stable
VIMPELCOM LTD: Fitch Assigns 'BB+' LT Issuer Default Rating


S P A I N

ABENGOA SA: Commences Insolvency Proceedings
SANTANDER CONSUMER: Fitch Affirms 'CCsf' Rating on Class E Notes


U K R A I N E

UKRAINIAN BANKS: Moody's Takes Rating Actions on 7 Banks


U N I T E D   K I N G D O M

GEMGARTO 2015-2: Moody's Assigns Caa2 Rating to Class E2 Notes
GEMGARTO 2015-2 PLC: Fitch Assigns 'BB' Rating to Class X1 Notes
MBIA UK: S&P Raises Financial Strength Ratings to 'BB'


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C Z E C H   R E P U B L I C
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VIKTORIAGRUPPE: Ownership Change No Impact on Insolvency Process
----------------------------------------------------------------
CTK reports that the change of owner of German bankrupt company
Viktoriagruppe, in whose storage facilities in Krailling,
Bavaria, the Czech Republic had deposited strategic diesel oil
reserves worth CZK1.2 billion, will have no influence on the
course of the company's insolvency proceedings.

The Czech Republic is in dispute over the oil reserves with the
insolvency administrator, CTK discloses.  Two weeks ago, a Czech
arbitration court ruled that Cioltit is a new holder of
Viktoriagruppe shares, CTK recounts.

Cioltit has offered cooperation to Czech state authorities in the
dispute over the diesel oil reserves in Krailling, CTK relays,
citing daily Lidove noviny.

The company has allegedly also said that the insolvency
proceedings initiated by Viktoriagruppe's previous owner are
unnecessary since the company has sufficient funds to pay off its
debts to creditors, CTK relates.

However, insolvency administrator Mirko Moellen told CTK the
current dispute over the ownership of Viktoriagruppe shares is
not relevant for the insolvency proceedings, which was launched
on Feb. 1, 2015.  He said the insolvency administrator has the
exclusive right to dispose of the assets regardless of who is the
owner of the company's shares, CTK notes.

The Czech Republic has been storing diesel oil in Germany since
2010, CTK relays.  Last December, Viktoriagruppe filed for
insolvency, CTK says.  The Czech Republic now claims black part
of the diesel oil stored in Krailling, CTK discloses.
Viktoriagruppe's insolvency administrator has not recognized the
Czech Republic's claim so far, according to CTK.

The Czech State Material Reserves Administration (SSHR) and the
Office for Government Representation in Property Affairs are
negotiating with the insolvency administrator about an out-of-
court settlement under which the Czech Republic would take away
80% of the diesel oil, leaving the remainder as part of the
company's bankruptcy estate, CTK discloses.  The government would
have to be approved by the government, CTK states.



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G R E E C E
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ELETSON HOLDINGS: Moody's Raises CFR to B2, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating of shipping company Eletson Holdings Inc. to B2 from B3,
its probability of default rating (PDR) to B2-PD from B3-PD and
the rating on its US$300 million first preferred ship mortgage
notes due in 2022 to B2 from B3.  The outlook on all ratings is
stable.

"The upgrade reflects Eletson's continuing deleveraging, helped
by more favorable charter rates for tankers since late 2014, and
the expectation that the company can sustain credit metrics in
line with a B2 rating," says Marie Fischer-Sabatie, a Moody's
Senior Vice President and lead analyst for the issuer.

RATINGS RATIONALE

The rating action reflects Eletson's material deleveraging since
rating assignment in Dec. 2013, with its debt/EBITDA ratio
declining to around 4.5x for the 12-month period to end-September
from 6.6x at year-end 2014 and 9.5x at year-end 2013.  The
improvement was due to an increase in EBITDA, itself primarily
driven by an increase in time charter equivalent (TCE) rates,
and, to a lesser extent, by the growth of Eletson's fleet.
During the first nine months of 2015, average daily TCE rates for
Eletson's fleet grew 38% compared with the same period in 2014.

Moody's projects that supply growth will outpace demand growth by
1%-2% for tankers during 2016, which could put pressure on rates.
However, supply will grow less in the product tanker segment,
where Eletson operates, than in the crude oil segment.  Moody's
therefore expects that TCE rates for Eletson's fleet will only
modestly decline in 2016 versus 2015.  At the same time, Eletson
will further grow its fleet, particularly on the liquefied
petroleum gas (LPG) side, with Eletson Gas LLC (its joint venture
with Blackstone) still awaiting the delivery of ten new-building
vessels between 2016 and 2017, which will help sustain some
moderate EBITDA growth.  The existing Eletson Gas new-building
programme, together with newly concluded orders for three gas
carriers and four Aframax vessels will nevertheless increase
company debt levels in 2016 and 2017 when payments for these
vessels are made.  Moody's projects that Eletson's credit metrics
will slightly weaken in 2016-17 compared to 2015, with leverage
increasing to around 5x in 2016, but remain in line with a B2
rating.

Eletson's liquidity, which Moody's deemed to be fairly weak when
it initially assigned ratings to the company, has somewhat
improved mainly due to the deleveraging that has occurred since
then.  With the improvement in its credit metrics, Eletson has
increased the headroom under its financial covenants.  Eletson's
cash balance (including short-term investments) has increased to
US$117 million as at September 2015.  However, Eletson does not
have any material revolving credit facility at its disposal and
therefore remains dependent on its internally generated sources
of liquidity to cover for its needs.  In addition, the company
faces some material debt repayments in the next 12 months
(approximately US$100 million), with most of its 2016 debt
repayment related to a US$70 million facility maturing in June
2016, and will generate negative free cash flow (as per Moody's
definition, i.e. after dividends and capex, including newbuilding
vessels) in the next couple of years when payments are made for
its newbuilding programme.  Eletson is in the process of
negotiating two secured bank facilities for the financing of its
recently-ordered LPG and product tanker vessels, which the rating
agency expects to be concluded by year-end.

While domiciled in Liberia, Eletson has its main office in
Greece. Its exposure to the Greek economy is very limited, with
all its revenues generated outside of Greece and in US dollars.
The company only repatriates to Greece the funds needed to cover
payroll and other expenses.  Eletson has small local overdraft
facilities, used for day-to-day working capital needs (US$13
million).  In addition, only a small portion of Eletson's debt is
with Greek banks, which participate in two of the group's
syndicated facilities (in total, around $36 million).  These
facilities represented 6% of the group's debt at end-September
2015.  While Moody's deems the exposure of Eletson to any
weakening of Greece's creditworthiness as very limited, the
rating agency cautions that an extreme scenario, such as Greece's
exit from the euro, would be unpredictable in its consequences
and would carry uncertainty for businesses with any linkage to
Greece. The prospect of a negative rating action or rating review
in such a scenario cannot be completely ruled out, but Eletson's
business profile suggests it should be relatively resistant to
such a scenario.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that, in spite
of an expected increase in leverage related to new investments
and a slightly less favorable rates environment in 2016, Eletson
will maintain a financial profile in line with the B2 rating.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would consider upgrading Eletson's rating if its
financial leverage were to fall below 4.0x and its funds from
operations to interest coverage were to rise above 4.0x on a
sustainable basis, in conjunction with further improvement in the
group's liquidity profile and liquidity management.

Moody's would consider downgrading the rating if Eletson's
debt/EBITDA ratio were to rise above 6.5x and if its funds from
operations to interest coverage were to fall below 2.5x for a
prolonged period of time.  Deterioration in the group's liquidity
would also exert immediate pressure on the rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Shipping Industry published in February 2014.

Eletson Holdings Inc. is one of the world's leading owners and
operators of product tankers and LPG carriers, with a double-
hulled fleet of 21 product tankers and ten LPG/ammonia carriers
as at Sept. 30, 2015.  The group recorded revenues of US$408
million and EBITDA of US$170 million (as reported by the company)
in the 12-month period through Sept. 2015.


PIRAEUS BANK: Advisers May Earn Up to EUR80MM From Equity Raising
-----------------------------------------------------------------
Laura Noonan and Kerin Hope at The Financial Times report that
banks and advisers stand to earn up to EUR80 million from the
capital raising of Greece's most stricken bank Piraeus even
though more than half of Piraeus's new funding will come from a
state bailout fund.

According to the FT, several bankers familiar with the
transaction confirmed the fees of up to EUR80 million that will
be shared by the five banks that led the Greek lender's EUR1.34
billion equity raising as well as lawyers and other advisers.
Piraeus's investor marketing and roadshow is also funded from the
same pot, the FT notes.

Piraeus was ordered to raise EUR4.9 billion -- the most of any
Greek bank -- after stress tests earlier in the year, the FT
discloses.  It closed a EUR1.34 billion share sale on Nov. 20
after a tense two weeks of selling, the FT recounts.  The bank
has raised another EUR873 million through a debt swap, the FT
relays.  The state's bailout fund, the Hellenic Financial
Stability Fund, will put in the remaining EUR2.7 billion, the FT
says.

Piraeus declined to comment on the fee structure but a person
familiar with the bank's position stressed that the EUR80 million
was the maximum amount it would pay for a whole range of services
related to its broader capital raise, the FT relates.

According to the FT, bankers said the Piraeus capital deal was
seen as the most difficult of the four banks from the outset,
because it had the biggest capital requirement and a substantial
amount of it was always going to have to be funded by the bailout
fund.  Piraeus also lacked an "anchor investor" who was willing
to publicly back the deal, the FT states.

Headquartered in Athens, Piraeus Bank S.A., together with its
subsidiaries, provides various banking products and services in
the Southeastern Europe, Greece, Western Europe, and Egypt.

                           *   *   *

As reported by the Troubled Company Reporter-Europe on Oct. 20,
2015, Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Greece-based Piraeus Bank S.A. to
'D' from 'SD'.

S&P also lowered its issue ratings on the bank's senior unsecured
debt to 'D' from 'CCC-' and its subordinated debt ratings to 'D'
from 'C'.


SEANERGY MARITIME: Announces Delivery of 2 Capesize Vessels
-----------------------------------------------------------
Seanergy Maritime Holdings Corp. announced that it took delivery
of a 171,314 dwt Capesize dry bulk vessel, which has been renamed
to M/V Gloriuship, and a 170,018 dwt Capesize dry bulk vessel,
which has been renamed to M/V Squireship.  Both the M/V
Gloriuship, which was built in 2004 by Hyundai HI, and the M/V
Squireship, which was built in 2010 by Sungdong SB, will be
employed in the spot market.  The acquisition cost of the M/V
Gloriuship and the M/V Squireship has been funded by senior
secured loan agreements with international financial institutions
and by a funding arrangement with the Company's sponsor.

As previously announced, the M/V Gloriuship and the M/V
Squireship are the fifth and the sixth, respectively, of seven
modern secondhand dry bulk vessels that the Company has agreed to
acquire for a gross purchase price of approximately $183 million.
The acquisition of the remaining Capesize vessel is expected to
be completed by Nov. 30, 2015.

                           About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2014, citing that following the disposal of the Company's entire
fleet in early 2014 in the context of its restructuring plan, the
Company was unable to generate sufficient cash flow to meet its
obligations and sustain its continuing operations that raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company disclosed net income of US$80.3 million on US$2.01
million of net vessel revenue for the year ended Dec. 31, 2014,
compared with net income of US$10.9 million on US$23.1 million of
net vessel revenue for the year ended Dec. 31, 2013.

As of June 30, 2015, the Company had US$19.6 million in total
assets, US$10.2 million in total liabilities, and US$9.42 million
in stockholders' equity.



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K A Z A K H S T A N
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KOMPETENZ JSC: Fitch Affirms 'B' IFS Rating, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Kompetenz Joint Stock
Company's Insurer Financial Strength (IFS) rating at 'B' and
National IFS rating at 'BB (kaz)'. The Outlooks are Stable.

KEY RATING DRIVERS

The ratings reflect Kompetenz's limited financial flexibility,
continuing loss-making underwriting performance, a business
strategy that Fitch believes is challenging to execute, the
moderate quality of its investment assets, and restored
regulatory solvency position.

Kompetenz has continued to grow rather aggressively with gross
written premiums up 105% yoy in 9M15 on a gross basis and 172% on
a net basis. The growth has been concentrated in the compulsory
motor third party liability (MTPL) insurance business, with this
line being the key contributor to the increase on a net basis.
The line's weight in net written premiums increased to 62% in
9M15 from 51% in 2014 and 17% in 2013.

Although this growth allowed Kompetenz to ease the pressure of
administrative expenses on its combined ratio, Fitch believes
that it will be challenging for the insurer to achieve a
sustainable healthy underwriting result over the longer term with
the current concentration on MTPL. The Kazakh MTPL segment
remains highly competitive and is associated with high commission
rates. MTPL premiums for the sector grew only 16% in 9M15.

Despite the growth, Kompetenz again reported a negative
underwriting result, albeit a smaller loss of KZT251 million for
9M15, compared with the KZT270 million loss a year ago. The
underwriting loss in 9M15 was driven by a number of factors.
These included growth of expenses following rapid expansion in
the MTPL segment, continuing adverse reserve development for the
workers' compensation line (which is in run-off), and weak
performance of the health insurance line.

The underwriting loss was more than offset by KZT527 million FX
gains on USD-denominated investments, which were the key
contributor to Kompetenz's strong net profit of KZT404 million in
9M15 (2014: net loss KZT380 million). The FX gains were the
result of a sharp depreciation of the Kazakh tenge in August
2015. Fitch views this aspect of Kompetenz's profitability as
being of a non-recurring nature.

In line with many local peers, Kompetenz increased the share of
USD-denominated investment instruments to mitigate the impact of
tenge depreciation on its balance sheet. The change in the
currency structure has been achieved through a shift to a less
risk-averse investment strategy. The share of 'CCC'-rated USD-
denominated corporate bond in the investment portfolio grew to
14% at end-9M15 from 0% at end-2014.

According to Fitch's Prism factor-based capital model,
Kompetenz's risk-adjusted capital score was below 'somewhat weak'
based on 2014 results. Fitch expects that the strong profit of
9M15 should help the company to improve its capital score in
2015. The regulatory solvency position stood at a compliant level
of 106% at end-September 2015, although with only a thin cushion
above the minimum of 100%.

RATING SENSITIVITIES

Key rating triggers that could result in an upgrade include a
sustained improvement in the insurer's net result to positive
levels, diversified premium growth and no weakening of its Prism
factor-based capital model score.

The ratings could be downgraded if the insurer's regulatory
solvency margin remains exposed to non-compliance risks on a
prolonged basis and the insurer fails to improve its operating
performance on a sustainable basis.



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L U X E M B O U R G
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FLINT: Moody's Assigns (P)B1 Rating to EUR150MM 1st Lien Facility
-----------------------------------------------------------------
Moody's Investors Service has assigned a (P)B1 rating to the
incremental EUR150 million senior secured First Lien facility
which ColourOz MidCo ('Flint', B2 stable), the parent and
indirect holding company of Flint group, intends to borrow at the
level of an indirect subsidiary still to be formed, FDS Holdings
BV, in order to fund the recently announced acquisition of XBC
BV, the vehicle which owns more than 95% of the shares in Xeikon
N.V. (Xeikon, unrated).  Xeikon is an established international
player focused on the digital printing business for labels &
packaging and commercial printing.  The acquisition, which is
subject to customary closing conditions including antitrust
approvals, is expected to complete by the end of 2015.

Flint's current B2 corporate family rating (CFR) and B2-PD
probability of default rating (PDR), as well as the existing B1
rating on the First Lien facility outstanding and the Caa1 rating
on the Second Lien facility outstanding, remain unaffected by the
contemplated transaction.  The outlook on all ratings remains
stable.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only.  Upon a conclusive
review of the final documentation, including any possible changes
during the syndication process for the new add-on First Lien
facility, Moody's will endeavor to assign a definitive rating to
such facility.  A definitive rating may differ from a provisional
rating.

RATINGS RATIONALE

The recently announced acquisition of Xeikon does not change
Moody's fundamental credit assessment on Flint and its ratings,
which the rating agency deems appropriately positioned at the
current level.  The B2 CFR continues to primarily reflect the
company's (1) high financial leverage, which Moody's expects will
remain broadly unchanged pro-forma for the acquisition; and (2)
its limited growth prospects due to its end market dynamics, and
particularly the Print Media segment, which is in structural
decline in the mature western regions (Europe and North America)
where the company still derives the bulk of its sales and cash
flows.

However, Flint's CFR is supported by the company's (1) leading
market positions, a broad portfolio offering, diversified
customer base and geographical presence; (2) controlled exposure
to raw material price fluctuations and; (3) anticipated positive
free cash flow generation over the next several quarters, which
supports our assessment of a good liquidity profile.
Furthermore, the recently announced acquisition, if completed as
anticipated, will be moderately credit positive for Flint's
business profile, as it will support Flint's growth strategy and
its international competitive position, offering the company the
opportunity to enter the growing digital printing market with
Xeikon's well established and profitable business, which would
provide a solid basis for additional growth options to be
explored post-acquisition.

Moody's notes that the acquisition of a profitable, growing and
sizeable company is particularly important for Flint at this time
given its existing business is performing slightly below budget,
and in particular the print media division has declined this year
faster than expected.

The price to be paid for the acquisition, which represents a
small premium to the Flint 2014 leveraged buy out ('LBO')
multiple, reflects, among the main considerations, the strong
market position of Xeikon in the growing digital printing market
niche for labels and packaging, where Xeikon is the second
largest global supplier after Hewlett-Packard Inc. (Baa2,
stable), the market leader.

The purchase price will be mainly funded with additional first
lien debt for EUR150 million, which is permitted for M&A purposes
according to the existing First Lien loan agreement, and with
Flint's available cash for the remainder.  Moody's understands
that the additional first lien debt will rank pari-passu with the
First lien debt already outstanding and will be governed by the
same terms and conditions, collateral and guarantors's coverage,
which post-acquisition will be extended to include material
subsidiaries of Xeikon acceding as additional guarantors.

The stable outlook on all ratings reflects Moody's expectation
that Flint will continue to hold strong leadership positions in
its key end-markets, including the one which is being added via
the acquisition of Xeikon, and slowly grow whilst maintaining its
current level of profitability.  Moody's also expects that the
company will continue to generate positive FCF and that the
Moody's adjusted gross financial leverage, pro-forma for the
contemplated acquisition, will remain at approximately 5.7x,
broadly in line with the gross leverage at the time of the 2014
LBO.

What Could Change the Rating -- Up

Upward pressure on the ratings could materialize if (1) Flint
delivers its growth strategy and thus manages the print media
decline whilst sustaining profitability margins and deleveraging;
and/or (2) adjusted debt/EBITDA falls below 4.5x, with FCF/debt
above 10%.

What Could Change the Rating - Down

Conversely, downward pressure on the ratings could materialize if
performance weakens as a result of (1) a material deterioration
of the trading environment, including an unexpected acceleration
of the rate of decline of print media; (2) a change in financial
policy; (3) weakening liquidity; and/or (4) the adjusted debt-to-
EBITDA ratio rising above 6x.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013.

Headquartered in Luxembourg, Flint is one of the largest global
producers and integrated suppliers of ink and other consumables,
with a wide range of support services for the printing industry,
along with leading positions in most of its key markets.  The
company was formed through an aggressive expansion that CVC
Capital Partners ('CVC') led, allowing Flint to establish
international operations and ultimately build a strong presence
in the US and Europe.  Flint operates in a concentrated yet
highly competitive global industry.  It has a comprehensive
product offering and enjoys a stable and diversified customer
base.  Flint is less diversified by end-markets serving the
printing industry through two segments, namely Packaging and
Print Media, accounting for 60% and 40% of FY 2014 EBITDA
respectively, with the former being more profitable.  On Sept. 5,
2014, Goldman Sachs Merchant Banking Division and Koch Equity
Development LLC completed their acquisition of Flint Group from
funds managed by CVC, becoming the new shareholders with a 50%
stake each.



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R U S S I A
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ASKO SCEL: Bank of Russia Suspends Insurance License
----------------------------------------------------
The Bank of Russia, by its Order No. OD-3234 dated November 19,
2015, suspended the insurance license of ASKO SCEL plus Insurance
Company, LLC.

The decision is taken due to the insurer's failure to properly
execute a Bank of Russia instruction, namely, due to its non-
compliance with financial sustainability and solvency
requirements with respect to securing insurance reserves and
capital with eligible assets.

The decision becomes effective the day it is published in the
Bank of Russia Bulletin.

Suspended license shall mean a prohibition on entering into new
insurance contracts and also on amending respective contracts
resulting in increase in the existing obligations.

The insurance agent shall accept applications on the occurrence
of insured events and perform obligations.


AZIMUTH PJSC: Liabilities Exceed Assets, Probe Reveals
------------------------------------------------------
During the examination of financial standing of JSCB Azimuth
PJSC, the provisional administration appointed by Bank of Russia
Order No. OD-1397, dated June 19, 2015, due to the revocation of
the banking license found out that the former management of JSCB
Azimuth PJSC had carried out transactions bearing the evidence of
moving out the assets worth around RUR850 million from the bank
to what looks like dummy companies.

According to estimates by the provisional administration, the
asset value of JSCB Azimuth PJSC does not exceed RUR48 million,
while its liabilities to creditors amount to RUR172 million.

On September 28, 2015, the Court of Arbitration of the city of
Moscow took a decision to recognize JSCB Azimuth PJSC insolvent
(bankrupt) and to initiate bankruptcy proceedings with the state
corporation Deposit Insurance Agency appointed as a receiver.

The Bank of Russia has submitted the information on the financial
transactions bearing the evidence of criminal offences conducted
by the former management and owners of JSCB Azimuth PJSC to the
Prosecutor General's Office of the Russian Federation, the
Russian Ministry of Internal Affairs and the Investigative
Committee of the Russian Federation for consideration and
procedural decision making.


BLAGODENSTVIE OJSC: Bank of Russia Revokes Insurance License
------------------------------------------------------------
The Bank of Russia, by its Order No. OD-3244 dated November 19,
2015, cancelled the license to carry out pension provision and
pension insurance of Non-governmental Pension Fund Blagodenstvie,
OJSC.

The reasons for such an extreme measure by the Bank of Russia
were as follows:

   -- violations of the requirements of Federal Law No. 75-FZ,
dated 7 May 1998, "On Non-governmental Pension Funds" by taking
unilateral decisions, infringing on insured persons' rights; and

   -- a repeated violation within a year of the requirements to
disseminate, submit or disclose information envisaged by federal
laws and regulations of the Russian Federation.

By Bank of Russia Order No. OD-3245, dated November 19, 2015, a
provisional administration has been appointed to manage
Blagodenstvie due to the cancellation of its license.

The Bank of Russia will compensate pension savings to the insured
persons in the amount and in accordance with the procedure
established by the legislation of the Russian Federation.


GELENDZHIK-BANK PJSC: Liabilities Exceed Assets, Probe Finds
------------------------------------------------------------
During the examination of financial standing of PJSC Gelendzhik-
Bank, the provisional administration appointed by Bank of Russia
Order No. OD-1698, dated July 17, 2015, due to the revocation of
the banking license found out that the former management of PJSC
Gelendzhik-Bank had carried out transactions bearing the evidence
of moving out the assets worth RUR199.2 million from the bank
through extending loans to what looks like dummy companies, as
well as through transferring federal loan bonds worth RUR181.2
million from the bank's accounts with no funds received as
payment for this asset.

Besides, on the eve of losing its banking license, the bank
management tried to move out the assets worth about RUR800
million through signing the compensation for release from
obligation under the agreement that was not passed over to the
provisional administration.

At the same time, when the enforcement measures were in place
with the bank still having a liquidity problem, funds worth over
RUR1.3 billion were taken out from the bank through transactions
with own promissory notes.

According to estimates by the provisional administration, the
asset value of PJSC Gelendzhik-Bank does not exceed RUR862
million rubles, while its liabilities to creditors amount to
RUR928 million.

On September 17, 2015, the Court of Arbitration of the Krasnodar
Territory took a decision to recognize PJSC Gelendzhik-Bank
insolvent (bankrupt) and to initiate bankruptcy proceedings with
the state corporation Deposit Insurance Agency appointed as a
receiver.

The Bank of Russia has submitted the information on the financial
transactions bearing the evidence of criminal offences conducted
by the former management and owners of PJSC Gelendzhik-Bank to
the Prosecutor General's Office of the Russian Federation, the
Russian Ministry of Internal Affairs and the Investigative
Committee of the Russian Federation for consideration and
procedural decision making.


LOYD-POLIS LLC: Placed Under Provisional Administration
-------------------------------------------------------
The Bank of Russia, by its order No. OD-3224 dated November 18,
2015, took a decision to appoint a provisional administration to
Insurance Company Loyd-Polis, LLC from November 18, 2015.

The decision to appoint a provisional administration was taken
due to the suspension of the Company's insurance license (Bank of
Russia Order No. OD-2692, dated October 7, 2015).

The powers of the executive bodies of the Company are suspended.

Alexandre Kublikov has been appointed as a head of the
provisional administration of the Company.  He is a member of the
non-profit partnership Association of Receivers Vozrozhdenie.


MAXIMUM BANK: Placed Under Provisional Administration
-----------------------------------------------------
The Bank of Russia, by its Order No. OD-3273 dated November 23,
2015, revoked the banking license of credit institution Open
Joint-stock Commercial Bank Maximum or OJSC CB Maximum from
November 23, 2015.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- due to the credit institution's failure to
comply with federal banking laws and Bank of Russia regulations
and taking into account the application of measures envisaged by
the Federal Law "On the Central Bank of the Russian Federation
(Bank of Russia)", as well as the existence of a real threat to
the interests of the bank's creditors and depositors.

OJSC CB Maximum implemented high-risk lending policy and did not
create loan loss provisions adequate to the risks assumed.  At
the same time the activity of the credit institution was aimed at
aggressive attraction of household funds.  Under fund attraction
limitation conditions introduced by the supervisory authority,
OJSC CB Maximum kept on attracting the funds including in its
internal structural units in the city of Moscow at the rates far
above the market level.

The Bank of Russia, by its Order No. OD-3274 dated November 23,
2015, appointed a provisional administration to OJSC CB Maximum
for the period until the appointment of a receiver pursuant to
the Federal Law "On the Insolvency (Bankruptcy)" or a liquidator
under Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies are suspended.

OJSC CB Maximum is a member of the deposit insurance system.  The
revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by legislation.  The said
Federal Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but not more than RUR1.4 million per
depositor.

According to reporting data, as of November 1, 2015, OJSC CB
Maximum ranked 675th in the Russian banking system in terms of
assets.


REPUBLICAN INVESTMENT: S&P Affirms 'B' ICR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
issuer credit rating on Russia-based Republican Investment
Company (RIC) OJSC.  The outlook is stable.

At the same time, S&P affirmed its 'ruA-' Russia national scale
rating on RIC.

RATIONALE

The ratings reflect S&P's view of a high likelihood that the
Russian region, Republic of Sakha, which fully owns RIC, would
provide timely and sufficient extraordinary support to RIC in the
event of financial distress.  The 'B' long-term rating is
therefore two notches above RIC's stand-alone credit profile
(SACP), which S&P assess at 'ccc+', owing to the evolving nature
of the company's medium-term business strategy and RIC's lack of
successful commercial investment activities.

In accordance with S&P's criteria for government-related entities
(GREs), its view of a high likelihood of extraordinary government
support is based on S&P's assessment of RIC's:

   -- Important role in implementing Sakha's investment program.
      RIC's key strategy includes completion of a railroad and
      other regional transport and social infrastructure
      construction under its initial mandate, securing state and
      off-budget financing for new infrastructure and business
      projects in Sakha, and managing assets that Sakha will
      transfer to it.  However, in S&P's opinion, RIC doesn't
      provide essential public services, and credit stress or
      interruption of its operations wouldn't have a systemic
      impact on the regional economy; and

   -- Very strong link with Sakha's government, which owns 100%
      of RIC and doesn't plan to privatize it at least until
      2018.  Sakha outlines RIC's development strategy, approves
      investment projects, and closely monitors its operations.
      Sakha also appoints RIC's board of directors, which
      consists of Sakha's incumbent and former government
      officials.

   -- Nevertheless, Sakha doesn't currently provide an explicit
      guarantee for the timely repayment of RIC's debt.

S&P's SACP assessment reflects RIC's short track record, high
implementation risks related to its evolving development
strategy, and weak track record of investment results to date.
RIC's financial commitments appear to be unsustainable in the
long term, although S&P don't think the company may face a
payment crisis over the next 12 months.  In S&P's view, over the
next year, RIC will continue to focus primarily on infrastructure
and socially important projects in Sakha.

"We understand that RIC's strategy is to finish its initial
mandate by completing railroad construction, which was almost
final as of the third quarter of 2015, and transfer the
infrastructure assets to Sakha and the federal government at cost
and with zero profit in 2015-2016.  RIC's management believes
that after the transfer of these assets, the company will then
continue to operate as a for-profit development institution.
However, at this stage, we have no information on how this will
be accomplished.  We understand that RIC will remain one of the
Sakha government's key tools to implement its policies for
infrastructure investment and economic diversification," S&P
said.

It remains to be seen how RIC's investment activity will evolve
in the medium term.  Strategic and financial plans for RIC's
future investment and financing activities are not clear, in
S&P's view. Given RIC's very limited track record and unclear
investment targets, S&P currently assess the implementation and
execution risks related to the new strategy as very high.

OUTLOOK

The stable outlook reflects S&P's view that the high likelihood
of extraordinary government support that it anticipates for RIC
counterbalances uncertainty regarding the company's future
business model.

Any positive rating action within the next 12 months would be
subject to potential changes to RIC's development strategy,
including RIC's investment and funding plan.

S&P could lower the ratings on RIC within the next 12 months if
it perceived a decrease in the likelihood of timely extraordinary
support from Sakha, due, for example, to RIC's lower importance
for Sakha's investment program than S&P currently assumes in its
base-case scenario.  Negative developments in RIC's financial
profile might also put pressure on the SACP and, consequently, on
the ratings.  S&P would also lower the ratings on RIC if it
downgraded Sakha.


VIMPELCOM LTD: Fitch Assigns 'BB+' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned VimpelCom Ltd. a Long-term Issuer
Default Rating (IDR) of 'BB+' with a Stable Outlook. Fitch has
also assigned its senior unsecured debt a 'BB+' rating, including
debt issued and guaranteed by intermediary holding companies
VimpelCom Amsterdam B.V and VimpelCom Holdings B.V.

VimpelCom is a geographically diversified mobile-focused telecoms
operator controlling the seventh-largest global subscriber base
of approximately 217 million. Russian/CIS operations are a core
cash generating unit for the group, with less significant cash
flows from Global Telecom Holding S.A.E. (GTH), a 52% owned
subsidiary with operations in Pakistan, Bangladesh and Algeria,
and Wind Telecomunicazioni SpA (Wind; B+/Stable), which is highly
leveraged but ring-fenced and Italy's third-largest mobile
company. VimpelCom's leverage is moderate and we expect this to
reduce in the next three years, but there is a significant
currency mismatch as around 71% of its debt is in US dollars.

KEY RATING DRIVERS

Strong Russian Operations

VimpelCom is the third-largest mobile telecoms operator in Russia
with 22% service revenue and a high 24% subscriber market share.
We expect that the company will remain a strong mobile player in
the country. Although its market share has been on a steady
decline over the three years to 2014, a catch-up in capex should
allow it to compete on a more level playing field with its larger
peers. In the past three years to December 2014, VimpelCom
invested 15% more capex in Russia than Megafon (BB+/Stable), a
key rival.

VimpelCom launched a wide-scale transformational program in
Russia aiming to increase efficiency and improve its customer
perception, which should help it stabilize its market share. The
program seems to have started bearing fruit, as demonstrated by
its improving net promoter score, including in the key mobile
internet segment. As a result of these efforts, the company's
subscriber base started growing yoy in absolute terms, reversing
the negative trend that persisted for most of 2014.

Rational Competition in Russia to Continue

The Russian market is strongly competitive, with four national
facilities-based mobile operators. However, the 2014 merger of
Rostelecom's and Tele2 Russia's mobile assets into new company,
LLC T2 RTK Holding (B+/Stable), reduced disruptive pressures in
many regions. While the new operator is targeting a higher market
share, the market focus is likely to be on service quality with
contained price competition in key areas, including Moscow.

Russia to Remain Core Cash Flow Contributor

VimpelCom's Russian operations are likely to remain highly
profitable, with improving contribution to free cash flow, driven
by the end of the catch-up investments and future capex synergies
on the back of a network sharing agreement with MTS (BB+/Stable),
the largest mobile operator in Russia. The large absolute size of
the Russian franchise with 59 million subscribers is sufficient
to maintain stable and strong EBITDA margins in the range of up
to 40%, in our view.

Russia is the core cash generating unit for the group accounting
for 49% of revenue and 48% of EBITDA in the last 12 months (LTM)
to September 2015, and 50% of operating cash flow (defined by the
company as EBITDA less capex excluding licenses) in the group's
total, with Wind deconsolidated and exceptional items treated as
one-offs (USD916 million of Uzbekistan provision and legal costs
and USD50 million of Cevital settlement).

Low Cash Flows From GTH


"We believe GTH, VimpelCom's 52%-owned holding company
controlling fully-owned mobile operating subsidiaries in Pakistan
and Bangladesh and a 46%-owned subsidiary in Algeria, will retain
strong strategic ties with the parent. Cash flows from GTH to
VimpelCom are likely to remain insignificant in absolute terms as
GTH is investing to support growth of its operations and
deleveraging."

Algerian Operations Deconsolidated

VimpelCom's access to cash flows of its Algerian subsidiary is
limited due to below 50% ownership and a shareholder agreement
requiring consent of the two largest shareholders on dividends
above 42.5% of net income. The longer-term ownership of this
asset, in Fitch's view, is uncertain, which makes the strategic
ties with this subsidiary weak. In line with Fitch's approach,
Fitch deconsolidates the results of Algerian operations from the
group's total, with only regular dividends treated as sustainable
cash flows to the group.

Modest Diversification Benefits

Operations outside Russia provide a degree of diversification for
the group. However, the positive impact is modest as all these
operations are based in emerging markets. In many of these
countries the operating and the regulatory environment is
difficult, reflected in these countries' low sovereign ratings.

Besides GTH, VimpelCom is a strong number one or two player in
Ukraine, Kazakhstan, Uzbekistan and Kyrgystan, and the third or
fourth largest operator in Tajikistan, Armenia, and Georgia.
These operations accounted for 31% of the group's total EBITDA
without Wind LTM to September 2015.

Wind Is Ring-Fenced

Wind, VimpelCom's 100%-owned third-largest mobile operator in
Italy, is highly leveraged (its FFO adjusted net leverage was
6.8x at end-2014) but is ring-fenced. Wind's debt is non-recourse
to VimpelCom and Wind's default on its obligations will not
trigger a cross-default on VimpelCom's debt. Fitch therefore
deconsolidates this subsidiary from VimpelCom group results and
leverage metrics.

Fitch currently factors one notch for parental support into
Wind's ratings. However, any financial support is unlikely to be
high in absolute terms and, Fitch believes the propensity for
support may diminish if Wind's leverage continues rising. Wind
and 3 Italia have agreed to merge their Italian operations, the
proposed deal is currently under a regulatory review. If the
merger goes through, Fitch is likely to remove a notch of
parental support in Wind's ratings as VimpelCom's ownership in
the enlarged entity will be significantly diluted, reducing
control and incentives for support.

In our view, VimpelCom cannot reasonably expect any cash flows
from this subsidiary in the short to medium term as Wind will
remain focused on deleveraging. Any dividend distributions are
currently restricted under the terms of its loan and bond
documentation until leverage significantly abates.

Positive FCF Generation

"We expect VimpelCom to maintain positive FCF generation. EBITDA
margins in Russia may come under modest pressure due to
increasing competition, but stronger margins are likely at GTH.
Capex will start declining from 2016 as the major phase of 4G/3G
roll-out will be largely completed. Cash flows will be supported
by low dividends. VimpelCom guided that its shareholder pay-outs
would remain low until the group's leverage drops to below 2x net
debt/EBITDA. Although this goal looks achievable if the Wind/3i
merger goes through, completion may take longer than a year."

Moderate Leverage, Sufficient Liquidity

"We expect VimpelCom's leverage to remain moderate, at below
2.25x net debt/EBITDA. This leverage metric is calculated with
Wind and the Algerian subsidiary deconsolidated but including
regular dividends from these entities into group EBITDA."

With a majority of debt in US dollars, there is an FX mismatch.
VimpelCom's leverage is exposed to FX movements and has been
under heavy pressure from the devaluation in the Russian rouble
and other emerging currencies in 2014 and so far in 2015. The
company reported leverage at a modest 1.3x net debt/EBITDA pro-
forma for Wind deconsolidation (LTM to September 2015). This
corresponds to 1.8x under Fitch's approach with Wind and Djezzy
deconsolidated and assuming USD750 million of restricted cash in
Uzbekistan. Management expects VimpelCom's reported leverage to
rise to 1.6x by the end of 2015 with the continuing FX headwinds.
This would likely map to around 2.0x under Fitch's definition.

Further significant FX pressure, although not out of the
question, looks less likely now as we believe that the brunt of
depreciation has already taken place. However, FX risks remain
significant, with the proportion of dollar-denominated debt at
71% of the group's total (excluding Wind). This is somewhat
mitigated by a sizeable cash position of USD4.3 billion (without
Wind) at end-3Q15, a substantial portion of which is held in USD.

Liquidity is further supported by access to USD3.3 billion of
revolving credit lines and vendor financing across the group at
end-3Q15.

Corporate Governance Is A Drag

Fitch applies a two-notch discount for corporate governance,
which it views as average for large Russian private-owned
companies. This discount reflects both Russian governance
weaknesses and the issuer-specific situation, driven by major
shareholder risk. LetterOne, VimpelCom's largest shareholder with
a 56% economic interest stake and a 48% voting stake, is a non-
transparent investment company reported to be ultimately owned by
a few Russian individuals. Its influence on the company is likely
to increase after the other large shareholder, Telenor, took a
strategic decision to divest of its 33% economic stake in
VimpelCom.

VimpelCom's predominant exposure to emerging markets makes
corporate governance risks part of the company's risk profile.
The company made a USD900 million provision in relation to an
ongoing investigation of corruption allegations in Uzbekistan in
its 3Q15 results. If paid in full, it would likely push the
company's leverage to the verge of a downgrade guideline at end-
2015. Any additional fines will be treated as event risk, with
their impact assessed in conjunction with VimpelCom's financial
flexibility to absorb shocks including through the maintenance of
low dividend distributions.

No Subordination for PJSC-guaranteed Debt

Fitch rates VimpelCom's parent company debt at the same level as
debt issued by Vimpel-Communications PJSC (PJSC). This is because
the amount of prior-ranking debt at PJSC, the strongest operating
entity within the group, is below 2x of group's EBITDA and
VimpelCom intends to discontinue relying on PJSC's guarantees for
issuing holdco debt. Fitch expects that the amount of prior-
ranking debt guaranteed or directly issued by PJSC will keep
declining. PJSC consolidates Russian operations and some other
Eurasian assets including in Kazakhstan, Uzbekistan, Kyrgizstan,
Georgia and Armenia, and is the core cash generating unit within
the VimpelCom group.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for VimpelCom
include the following:

-- No significant dividends until leverage sustainably drops to
    below 2x net debt/EBITDA as reported by VimpelCom, which is
    likely after the Wind merger is completed.

-- No significant distributions from GTH and Wind in the medium
    term.

-- Stable revenue with modest EBITDA margin pressure in Russia
    due to mildly increasing competition.

-- Capex of above 20% of revenue in 2015, declining to below 20%
    in 2016 and to mid-teens in the medium term as the 3G/4G
    roll-out cycle comes to an end.

-- Declining interest payments reflective of lower debt levels
    and substantial re-financing efforts across the group.

-- No major mergers or acquisitions other than at Wind.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Improvements in corporate governance, likely driven by a
    higher ring-fence protecting from potential negative
    influence of the dominant shareholder.

-- Stronger diversification leading to sustainably more robust
    free cash flow generation.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Hindrances to cash flow circulation across the key
    subsidiaries, most importantly in Russia.

-- Significant operating pressures leading to lower cash flow
    generation.

-- A sustained rise in Fitch-defined net debt/EBITDA to above
    2.25x, with Wind and the Algerian operations deconsolidated
    but reflecting regular dividends from these entities in
    EBITDA.



=========
S P A I N
=========


ABENGOA SA: Commences Insolvency Proceedings
--------------------------------------------
Jose Elias Rodriguez and Robert Hetz at Reuters report that
Spain's Abengoa started insolvency proceedings on Nov. 25 after a
potential investor said it would not inject fresh capital into
the energy firm, sending its share price tumbling by 60%.

Failure by Abengoa to reach such a deal could lead to Spain's
largest bankruptcy on record, Reuters notes.

Abengoa had earlier confirmed that Gonvarri, a unit of
privately-held industrial group Gestamp, had backed away from a
plan to inject around EUR350 million euros into the firm, Reuters
relates.

"The company will begin the negotiating process with its
creditors with the aim to reach an accord to guarantee the
financial viability under the Article 5 of the Bankruptcy act,
which the company intends to request as soon as possible,"
Reuters quotes Abengoa as saying in a statement.

Abengoa has been trying to find new investors since the end of
July, when it announced a EUR650 million rights issue of new
shares to cut gross debt of some EUR8.9 billion, Reuters notes.

Sources told Reuters on Nov. 24 Gonvarri's interest was
conditional on banks underwriting a rights issue agreed in
September and it had asked the banks to inject EUR1.5 billion in
to the company.

Earlier this month, Abengoa's auditor Deloitte said the group
faced significant risks and its future depended heavily on a
proposed investment deal with Gonvarri, Reuters relays.

Abengoa SA is a Spanish renewable-energy company.


SANTANDER CONSUMER: Fitch Affirms 'CCsf' Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has affirmed FTA Santander Consumer Spain Auto
2014-1's notes, as follows:

  EUR703 million class A notes: affirmed at 'Asf'; Outlook Stable

  EUR27.4 million class B notes: affirmed at 'BBBsf'; Outlook
  Stable

  EUR15.2 million class C notes: affirmed at 'BB+sf'; Outlook
  Stable

  EUR14.4 million class D notes: affirmed at 'BBsf'; Outlook
  Stable

  EUR38 million class E notes: affirmed at 'CCsf'; Recovery
  Estimate 75%

The transaction is a securitization of auto loans originated in
Spain by Santander Consumer EFC SA, a wholly-owned and fully
integrated subsidiary of Santander Consumer Finance SA (A-
/Stable/F2), whose ultimate parent is Banco Santander S.A. (A-
/Stable/F2).

KEY RATING DRIVERS

Collateral Performance

The affirmation is supported by the stable performance of the
underlying collateral over the past 12 months. As of October 31,
2015, arrears over 90 days represented 0.3% of the total
portfolio balance. Given the default definition of the
transaction (365 days in arrears), no loans have fallen in
default. Fitch has maintained its lifetime base case default and
recovery assumptions at 5.4% and 32.9%, respectively, given the
short time that has passed since closing (under 12 months).
Despite the transaction definition, Fitch assumed its base cases
considering loans in arrears over 180 days.

Credit Enhancement (CE)

Excess spread provides the first layer of protection against
losses, supported by minimum weighted average interest rates on
the assets of 7%. Additional CE is available to the class A to C
notes from asset overcollateralization (7.5%, 3.9% and 1.9% as of
closing for class A, B and C, respectively) and the cash reserve
placed by Santander Consumer EFC SA, which also provides CE to
class D (5% as of closing). The transaction features a mechanism
that will trap excess spread to provision for defaults.

Fitch does not expect full repayment of the class E notes as the
only source of CE is excess spread, which in our view is not
sufficient to cover late defaults and class E note interest.

Revolving Period

Since closing in November 2014, portfolio characteristics and
concentration levels have remained stable. The negative migration
of the portfolio characteristics during the remaining three year
revolving period is limited by the eligibility criteria,
portfolio limits and early amortization events. However, the risk
of a potential migration to the worst case portfolio during the
remaining revolving period has been captured in our analysis.

Counterparty Exposure

The counterparty exposure to the account bank is sufficiently
mitigated by the replacement trigger at 'BBB+/F2' to support the
ratings. Santander Consumer EFC SA will create a commingling
reserve and a liquidity reserve if Santander Consumer Finance,
S.A. is downgraded below 'BBB+'/'F2' or if Santander Consumer
Finance, S.A.'s equity stake in Santander Consumer EFC SA falls
below 95%.

RATING SENSITIVITIES

Classes A, B, C, and D notes sensitivities to default and
recovery rates:

Increase default rate base case by 15%: 'A-sf'/'BBB-
sf'/'BBsf'/'BB-sf'

Increase default rate base case by 25%: 'BBB+sf'/'BB+sf'/'BB-
sf'/'B+sf'

Reduce recovery rate base case recoveries by 25%: 'A-
sf'/'BBBsf'/'BBsf'/'BB-sf'

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that were
material to this analysis. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.



=============
U K R A I N E
=============


UKRAINIAN BANKS: Moody's Takes Rating Actions on 7 Banks
--------------------------------------------------------
Moody's Investors Service has taken rating actions on seven
Ukrainian banks and one leasing company.  These follow the recent
improvement in the creditworthiness of the Government of Ukraine,
reflected in Moody's upgrade of Ukraine's sovereign bond rating
to Caa3 (stable outlook) from Ca (negative outlook) (please see '
Moody's upgrades Ukraine's sovereign rating to Caa3, outlook
stable' dated Nov. 19, 2015).  Moody's has changed the outlooks
to stable from negative on all affected banks' ratings.

Specifically, Moody's has:

  (1) Upgraded the Baseline Credit Assessments (BCAs) of three
      banks;

  (2) Upgraded the long-term Local Currency (LC) deposit ratings
      of four banks and affirmed those of three others;

  (3) Affirmed the Foreign Currency (FC) deposit ratings of seven
      banks (capped by the FC bank deposit ceiling of Ca);

  (4) Affirmed the LC and FC short-term deposit ratings of seven
      banks and provisional other short term rating of one bank;

  (5) Upgraded the long-term LC senior unsecured debt rating of
      one bank and provisional LC senior unsecured MTN of one
      bank;

  (6) Upgraded the long-term FC senior unsecured debt ratings of
      two banks and affirmed that of one bank;

  (7) Affirmed the FC subordinated debt ratings of two banks;

  (8) Upgraded the National Scale Ratings (NSRs) of five banks
      and one leasing company;

  (9) Upgraded the long-term Counterparty Risk Assessments (CR
      Assessments) of two banks and affirmed those of five banks;
      affirmed short-term CR Assessments of seven others.

RATINGS RATIONALE

OPERATING ENVIRONMENT

The macro profile for Ukrainian banks remains "Very Weak-" as
Ukraine continues to face highly fragile macroeconomic conditions
and the country's adverse operating environment will continue to
exert pressure on Ukrainian banks' financial fundamentals.  As
the economy is only now beginning to recover from a deep
recession, after an estimated cumulative contraction of nearly
20% in real GDP in 2014-15, Moody's expects that Ukrainian banks'
asset quality and capital positions, which have already come
under significant pressure, will erode further over the next 12
months, although the pace of deterioration will likely slow down,
limiting the downside risk.  Ukrainian banks' funding and
liquidity profiles remain fragile, but will likely face reduced
pressure following the stabilization of the currency (after a
significant depreciation) and reduced, though still high,
geopolitical tensions.  Recently completed distressed debt
restructurings by the largest banks have reduced refinancing risk
supporting those banks' funding and liquidity.

   --- BANK SPECIFIC FACTORS
   -- PRIVATBANK

The upgrade of PrivatBank's LC deposit rating to Caa3 from Ca, as
well as the affirmation of the bank's FC senior unsecured debt
rating of Ca and FC subordinated debt rating of C reflect (1) the
affirmation of the bank's standalone BCA at ca; and (2) Moody's
assessment of expected losses for the bank's depositors and
creditors in the event of default.  In such a scenario, the
rating agency believes that the expected losses for depositors
would be lower compared to those of senior unsecured and
especially subordinated creditors.

The bank's ca standalone BCA remains constrained by the acute
pressure on its liquidity and capitalization and Moody's
expectation that the bank's reliance on liquidity and funding
support from the National Bank of Ukraine will remain high.  In
November 2015 PrivatBank reached an agreement with its creditors
to restructure its US$150 million subordinated bonds maturing in
February 2016.  Moody's expects that the bank's capital adequacy
will be under pressure from rising loan loss charges, given the
relatively low coverage of problem loans - around 35%.

The bank's FC deposit rating is affirmed at Ca , as it remains
constrained by the country's FC deposit ceiling of Ca.

   -- SAVINGS BANK OF UKRAINE

Moody's upgrades of state-owned Savings Bank of Ukraine's long-
term LC deposit and long-term LC and FC debt ratings to Caa3 with
a stable outlook from Ca, the bank's BCA to caa3 from ca and
bank's deposit and senior unsecured NSRs to Caa2.ua from Ca.ua
are driven by the upgrade of the sovereign rating and reflect:
(1) the high inter-linkage between the bank's standalone credit
fundamentals and sovereign creditworthiness given the bank's high
direct exposure to sovereign debt and bonds guaranteed by the
state, and net of provision exposure to state-owned Naftogaz
(over 290% of the bank's equity as of June 30, 2015); (2) the
recently completed restructuring of the bank's outstanding
Eurobonds, reducing refinancing risk; and (3) the bank's adequate
liquidity position.

The bank's long-term FC deposit rating is affirmed at Ca stable,
as it remains constrained by the country's FC deposit ceiling of
Ca.

   -- UKREXIMBANK

Moody's upgrades of state-owned Ukreximbank long-term LC deposit
and FC debt ratings to Caa3 from Ca with a stable outlook and the
bank's BCA to caa3 from ca are driven by the upgrade of the
sovereign rating and reflect: (1) the high inter-linkage between
the bank's standalone credit fundamentals and sovereign
creditworthiness given the bank's high direct exposure to
sovereign debt and bonds guaranteed by the state (over 600% of
the bank's equity capital as of June 30, 2015); (2) the recently
completed restructuring of the bank's outstanding Eurobonds
reducing refinancing risk; and (3) the bank's adequate liquidity
position.  The affirmation of the bank's FC subordinated debt
rating at Ca is driven by the structural subordination of these
instruments, which points to higher severity of losses than for
senior debt in a default scenario.

The bank's long-term FC deposit rating is affirmed at Ca stable,
as it remains constrained by the country's FC deposit ceiling of
Ca.

   -- PROMINVESTBANK

The affirmation of Prominvestbank's long-term LC deposit rating
at Caa3 , with a stable outlook is driven by the affirmation of
the bank's BCA at ca.  This reflects Moody's expectation that the
bank will remain highly reliant on the extraordinary support of
its parent Vnesheconombank (Ba1 negative) to meet its financial
obligations and that in the absence of this support, the bank's
capital buffer will not be sufficient to absorb expected credit
losses.  Moody's also expects the bank to continue operating
under regulatory forbearance over the next 12-18 months, because
its regulatory capital adequacy ratio will likely remain below
regulatory minimum of 10%.  In addition, the bank's BCA remains
constrained by: (1) weak asset quality with a substantial portion
of loans originated in eastern regions that were directly
affected by the military conflict; (2) very high exposure to
loans denominated in foreign currency (over 70% of its loan book
as at Q3 2015); and (3) a low capital buffer with a total
regulatory capital ratio of 7.0% as at Q3 2015.  The bank's long-
term LC deposit rating ofCaa3 benefits from one notch of uplift
from its BCA due to Moody's assessment of moderate probability of
parental support from Vnesheconombank, in case of need.

The bank's long-term FC deposit rating is affirmed at Ca stable,
as it remains constrained by the country's FC deposit ceiling of
Ca.

The bank's deposit NSR is upgraded to Caa2.ua from Caa3.ua
because of reduced downward pressure on the bank's global scale
ratings following the upgrade of the sovereign rating.

   -- SUBSIDIARY BANK SBERBANK OF RUSSIA

The affirmation of Subsidiary Bank Sberbank of Russia's long-term
LC deposit rating at Caa2 with a stable outlook is driven by the
affirmation of the bank's BCA at ca.  This reflects Moody's
expectation that the bank will remain highly reliant on the
extraordinary support of its parent Sberbank (deposits Ba2 /
senior unsecured Ba1 negative, BCA ba2) to meet its financial
obligations, and that in the absence of this support, the bank's
capital buffer will not be sufficient to absorb expected credit
losses.  Moody's also expects that the bank will continue
operating under regulatory forbearance over the next 12-18
months, because its regulatory capital adequacy ratio will remain
below regulatory minimum of 10%.  In addition, the bank's BCA
remains constrained by: (1) heightened risks related to the
bank's very high exposure to foreign currency denominated loans
(over 80% of its loan book as at Q3 2015); (2) its substantial
exposure to loans originated in the eastern regions directly
affected by the military conflict; and (3) a low capital buffer
with a total regulatory capital ratio of 6.8% as at Q3 2015.

The bank's Caa2 long-term LC deposit rating benefits from two
notches of uplift from its BCA, owing to Moody's assessment of a
high probability of parental support from Sberbank, in case of
need.

The bank's long-term FC deposit rating is affirmed at Ca stable,
as it remains constrained by the country's FC deposit ceiling of
Ca.

The bank's deposit NSR is upgraded to B2.ua from B3.ua because of
reduced downward pressure on the bank's global scale ratings
following the upgrade of the sovereign rating.

   -- RAIFFEISEN BANK AVAL

Moody's affirmation of Raiffeisen Bank's Aval long-term LC
deposit rating of Caa2 with a stable outlook is driven by the
affirmation of the bank's BCA of caa3, which reflects the bank's:
(1) moderate exposure to foreign currency loans; (2) adequate
loss-absorption capacity with total regulatory capital of 13.23 %
at Q3 2015 and adequate coverage of problem loans; and (3)
adequate liquidity and funding profiles.  These features will
assist the bank in containing the ongoing negative pressure on
its financial fundamentals.  In addition, Moody's is not
expecting the bank to increase its reliance on funding support
from its parent.

The bank's Caa2 LC deposit rating benefits from one notch of
uplift from its BCA of caa3, owing to Moody's assessment of a
moderate probability of support, in case of need, from its
parent, Raiffeisen Bank International AG (deposits Baa2 / senior
unsecured Baa2 Negative, BCA ba3).

The bank's long-term FC deposit rating is affirmed at Ca stable,
as it remains constrained by the country's FC deposit ceiling of
Ca.

The bank's deposit NSR is upgraded to B2.ua from B3.ua because of
reduced downward pressure on the bank's global scale ratings
following the upgrade of the sovereign rating.

   -- RAIFFEISEN LEASING AVAL

Raiffeisen Leasing Aval is controlled by Raiffeisen Bank Aval and
is fully integrated with its parent.  The upgrade of the
company's NSR to B2.ua mirrors the rating action on its parent's
NSR.

   -- PIVDENNYI BANK, JSCB

Moody's upgrades Pivdennyi Bank's long-term LC deposit and debt
ratings to Caa2/(P)Caa2 from Caa3/(P)Caa3, the bank's BCA to caa2
from caa3 and the bank's deposit and senior unsecured NSRs to
B2.ua from Caa3.ua following the sovereign rating action on the
Ukraine.  The upgrade of the bank's ratings reflects: (1) the
significance of its cross-border operations through a subsidiary
bank in Latvia, which increased to 45%-50% of the group's assets,
thereby reducing the negative effects of the highly adverse macro
conditions prevailing in Ukraine; (2) asset-quality indicators
that are better than those of its Ukrainian peers, with NPLs (90
days overdue) accounting for 11% of gross loans and total
impaired loans at around 23% of the loan book as of H1 2015; and
(3) limited wholesale debt repayments and an ample liquidity
cushion (at 49.8% of assets at H1 2015 under consolidated IFRS),
mainly kept through the Latvian subsidiary bank at other non-
resident correspondent banks.

The bank's long-term FC deposit rating is affirmed at Ca stable,
as it remains constrained by the country's long-term FC deposit
ceiling of Ca.

RATIONALE FOR THE STABLE OUTLOOK

Moody's change in the outlook on Ukrainian bank ratings to stable
from negative was driven by the recent improvement in the
creditworthiness of the Government of Ukraine, reflected by
Moody's upgrade of Ukraine's sovereign bond rating and
stabilization of the sovereign outlook, suggesting more limited
downside risk for the sovereign ceilings.  As most bank ratings
remain positioned at the level of the sovereign debt rating or
country's foreign and local currency deposit ceilings, their
stable outlooks reflect both (1) this more limited downside risk;
and (2) limited upward pressure because of the continued
sovereign constraint.

WHAT COULD MOVE THE RATINGS UP/DOWN

Moody's considers that upward pressure on the ratings of all
eight Ukrainian financial institutions affected by this rating
action is unlikely in the near term given the country's still
highly adverse operating environment.  However, in the longer
term, banks' ratings could be upgraded following an improvement
of the country's macro-economic environment, combined with an
improvement in banks' standalone credit profiles and/or positive
rating action(s) on the sovereign ratings/ceilings.  Conversely,
negative pressure on the bank's ratings could result from (1)
increased volatility in the operating environment, leading to
growing pressure on the banks' standalone credit profiles,
increasing insolvency risk and/or (2) negative rating action(s)
on the sovereign ratings.

THE SPECIFIC RATING ACTIONS IMPLEMENTED ARE:

PRIVATBANK

  Adjusted Baseline Credit Assessment, affirmed at ca

  Baseline Credit Assessment, affirmed at ca

  Long-term LC Deposit Ratings, upgraded to Caa3 with a stable
   outlook from Ca negative

  Long-term FC Deposit Ratings, affirmed at Ca with a stable
   outlook

  Long-term FC senior unsecured debt rating, affirmed at Ca with
   a stable outlook

  Backed Subordinate debt rating, affirmed at C

  Short-term LC and FC Deposit Ratings, affirmed at Not-Prime
  Counterparty Risk Assessment, affirmed at Caa3(cr)/Not-
  Prime(cr)

  Outlook, changed to Stable from Negative

SAVINGS BANK OF UKRAINE

  Adjusted Baseline Credit Assessment, upgraded to caa3 from ca

  Baseline Credit Assessment, upgraded to caa3 from ca

  Long-term LC Deposit Ratings, upgraded to Caa3 with a stable
   outlook from Ca negative

  Long-term FC Deposit Ratings, affirmed at Ca with a stable
   outlook

  Long-term FC and LC senior unsecured debt ratings, upgraded to
   Caa3 stable from Ca negative

  Short-term LC and FC Deposit Ratings, affirmed at Not-Prime

  Long-term Counterparty Risk Assessment, upgraded to Caa2(cr)
   from Caa3(cr)

  Short-term Counterparty Risk Assessment, affirmed Not-Prime(cr)
  NSR long-term LC deposits and NSR LC Senior Unsecured, upgraded
   to Caa2.ua from Ca.ua

  Outlook, changed to Stable from Negative

UKREXIMBANK

  Adjusted Baseline Credit Assessment, upgraded to caa3 from ca

  Baseline Credit Assessment, upgraded to caa3 from ca

  Long-term LC Deposit Ratings, upgraded to Caa3 with a stable
   outlook from Ca negative

  Long-term FC Deposit Ratings, affirmed at Ca with a stable
   outlook

  Long-term FC senior unsecured debt ratings, upgraded to Caa3
   stable from Ca negative

  Long-term FC subordinate debt ratings, affirmed at Ca

  Short-term LC and FC Deposit Ratings, affirmed at Not-Prime

  Long-term Counterparty Risk Assessment, upgraded to Caa2(cr)
   from Caa3(cr)

  Short-term Counterparty Risk Assessment, Affirmed Not-Prime(cr)
   Outlook, changed to Stable from Negative

PROMINVESTBANK

  Adjusted Baseline Credit Assessment, affirmed at caa3

  Baseline Credit Assessment, affirmed at ca

  Long-term LC Deposit Ratings, affirmed at Caa3 with a stable
   outlook

  Long-term FC Deposit Ratings, affirmed at Ca with a stable
   outlook

  Short-term LC and FC Deposit Ratings, affirmed at Not-Prime
  Counterparty Risk Assessment, affirmed at Caa2(cr)/Not-
  Prime(cr)

  NSR Long-Term LC deposits, upgraded to Caa2.ua from Caa3.ua

  Outlook, changed to Stable from Negative

SUBSIDIARY BANK SBERBANK OF RUSSIA

  Adjusted Baseline Credit Assessment, affirmed at caa2

  Baseline Credit Assessment, affirmed at ca

  Long-term LC Deposit Ratings, affirmed at Caa2 with a stable
   outlook

  Long-term FC Deposit Ratings, affirmed at Ca with a stable
   outlook

  Short-term LC and FC Deposit Ratings, affirmed at Not-Prime
  Counterparty Risk Assessment, affirmed at Caa2(cr)/Not-
  Prime(cr)

  NSR long-term LC deposits, upgraded to B2.ua from B3.ua

  Outlook, changed to Stable from Negative

RAIFFEISEN BANK AVAL

  Adjusted Baseline Credit Assessment, affirmed at caa2

  Baseline Credit Assessment, affirmed at caa3

  Long-term LC Deposit Ratings, affirmed at Caa2 with a stable
   outlook

  Long-term FC Deposit Ratings, affirmed at Ca with a stable
   outlook

  Short-term LC and FC Deposit Ratings, affirmed at Not-Prime
  Counterparty Risk Assessment, affirmed at Caa2(cr)/Not-
  Prime(cr)

  NSR long-term LC Deposit Rating, upgraded to B2.ua from B3.ua
   Outlook, changed to Stable from Negative

RAIFFEISEN LEASING AVAL

  NSR Long-Term LC Issuer rating, upgraded to B2.ua from B3.ua
  NSR Long-Term LC Corporate Family Rating, upgraded to B2.ua
  from B3.ua

PIVDENNYI BANK, JSCB

  Adjusted Baseline Credit Assessment, upgraded to caa2 from caa3

  Baseline Credit Assessment, upgraded to caa2 from caa3

  Long-term LC Deposit Ratings, upgraded to Caa2 with a stable
   outlook from Caa3 negative

  Long-term FC Deposit Ratings, affirmed at Ca with a stable
   outlook

  LC senior unsecured MTN, upgraded to (P)Caa2 from (P)Caa3

  Short-term LC and FC Deposit Ratings, affirmed at Not-Prime

  Other Short-term LC, Affirmed (P)Not-Prime

  Counterparty Risk Assessment, affirmed at Caa2(cr)/Not-
  Prime(cr)

  NSR Long-term LC deposits and NSR LC senior unsecured MTN,
   upgraded to B2.ua from Caa3.ua

  Outlook, changed to Stable from Negative

The principal methodology used in these ratings was Banks
published in March 2015.



===========================
U N I T E D   K I N G D O M
===========================


GEMGARTO 2015-2: Moody's Assigns Caa2 Rating to Class E2 Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term
credit ratings to Notes issued by Gemgarto 2015-2 Plc:

  GBP226.1 mil. Class A mortgage backed floating rate notes due
   Feb. 2054, Definitive Rating Assigned Aaa (sf)

  GBP11.9 mil. Class B mortgage backed floating rate notes due
   Feb. 2054, Definitive Rating Assigned Aa1 (sf)

  GBP12.0 mil. Class C mortgage backed floating rate notes due
   Feb. 2054, Definitive Rating Assigned Aa2 (sf)

  GBP8.0 mil. Class D mortgage backed floating rate notes due
   Feb. 2054, Definitive Rating Assigned A2 (sf)

  GBP4.0 mil. Class E1 mortgage backed floating rate notes due
   Feb. 2054, Definitive Rating Assigned Ba1 (sf)

  GBP4.0 mil. Class E2 mortgage backed floating rate notes due
   Feb. 2054, Definitive Rating Assigned Caa2 (sf)

  GBP3.325 mil. Class X1 floating rate note due Feb. 2054,
   Definitive Rating Assigned Caa1 (sf)

Moody's has not assigned ratings to the GBP5.32 million Class Z
floating rate notes due February 2054, the GBP1.33 million Class
X2 fixed rated notes due February 2054, the GBP1.918 million
Class Y floating rate notes due February 2054; and the R
Certificates.

The portfolio backing this transaction consists of UK prime
residential loans originated by Kensington Mortgage Company
Limited.

On the closing date KMC Stirling Square Limited (which is the
warehouse funding entity) will sell the beneficial interest in
the portfolio to Kayl PL S.a.r.l. (as to one part of the
portfolio) and Koala Warehouse Limited (as to another part of the
portfolio) (the "Sellers", not rated).  In turn each Seller will
sell the beneficial interest in its respective part of the
portfolio to Gemgarto 2015-2 plc.  Kensington Mortgage Company
Limited holds legal title to the portfolio.

RATINGS RATIONALE

The ratings take into account the credit quality of the
underlying mortgage loan pool, from which Moody's determined the
MILAN Credit Enhancement and the portfolio expected loss, as well
as the transaction structure and legal considerations.  The
expected portfolio loss of 1.8% and the MILAN required credit
enhancement of 11% serve as input parameters for Moody's cash
flow model and tranching model, which is based on a probabilistic
lognormal distribution.

Portfolio expected loss of 1.8%: this is higher than the UK Prime
RMBS sector average and was evaluated by assessing the
originator's limited historical performance data and benchmarking
with other UK prime RMBS transactions.  It also takes into
account Moody's positive UK Prime RMBS outlook and the improved
UK economic environment.

MILAN CE of 11%: this is higher than the UK Prime RMBS sector
average and follows Moody's assessment of the loan-by-loan
information taking into account the historical performance
available and the following key drivers: (i) although Moody's
have classified the loans as prime, it believes that borrowers in
the portfolio often have characteristics which could lead to them
being declined from a high street lender; (ii) the weighted
average CLTV of 71.90%, (iii) the very low seasoning of 0.85
years, (iv) the presence of 8.55% of borrowers with prior CCJs,
(v) the very low proportion of interest-only loans (0.58%); and
(vi) the absence of any buy-to-let, right-to-buy, shared equity,
fast track or self-certified loans.

At closing the mortgage pool balance will consist of GBP
263,705,332 of loans.  The total reserve fund of 2.0% of the
initial mortgage pool balance will be split into the Liquidity
Reserve Fund and the Non Liquidity Reserve Fund.  The Reserve
Fund Required Amount will equal the higher of (i) the sum of 2.5%
of the outstanding balance of Class A and B notes and 2.0% of the
initial balance of Class C,D, E1 and E2 notes; and (ii) 2.0% of
the initial balance of Class A to E2 notes.  On the first
interest payment date, an amount equal to 0.5% of the initial
balance of Class A and B notes will be diverted from the
principal waterfall to top-up the Liquidity Reserve Fund.
Thereafter, the Liquidity Reserve Fund Required Amount will equal
2.5% of the outstanding balance of Class A and B notes and will
only be available to cover senior expenses, Class A and Class B
interest.  The Non Liquidity Reserve Fund will equal the
difference between the total Reserve Fund and the Liquidity
Reserve Fund, and will be used to cover interest shortfall and
cure PDL for Class A to D notes.  For the avoidance of doubt, the
Non Liquidity Reserve Fund will not be available to cover
interest shortfall and cure PDL for Class E1 and E2 notes.

Operational risk analysis: Kensington Mortgage Company Limited
("KMC", not rated) will be acting as servicer.  KMC will sub-
delegate certain primary servicing obligations to HomeLoan
Management Limited (HML, not rated).  In order to mitigate the
operational risk, there will be a back-up servicer facilitator,
and Wells Fargo Bank, N.A. (Aa1/P-1/Aa1(cr)) will be acting as a
back-up cash manager from close.  To ensure payment continuity
over the transaction's lifetime, the transaction documents
including the swap agreement incorporate estimation language
whereby the cash manager can use the three most recent servicer
reports to determine the cash allocation in case no servicer
report is available.  The transaction also benefits from
principal to pay interest mechanism for Class A to D notes,
subject to certain conditions being met.

Interest rate risk analysis: BNP Paribas, London branch will act
as the swap counterparty for the fixed-rate mortgages in the
transaction.  The floating-rate loans will be unhedged.  Moody's
has taken into consideration the absence of basis swap in its
cash flow modeling.

The ratings address the expected loss posed to investors by the
legal final maturity of the Notes.  In Moody's opinion, the
structure allows for timely payment of interest with respect to
Class A, B, C and D Notes, ultimate payment of interest for Class
E1, E2 and X1 Notes and ultimate payment of principal with
respect to all rated notes by legal final maturity.  Other non-
credit risks have not been addressed, but may have a significant
effect on yield to investors.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
January 2015.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

Factors that would lead to an upgrade or downgrade of the
ratings:

Significantly different loss assumptions compared with our
expectations at close due to either a change in economic
conditions from our central scenario forecast or idiosyncratic
performance factors would lead to rating actions.  For instance,
should economic conditions be worse than forecast, the higher
defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in downgrade of the ratings.
Deleveraging of the capital structure or conversely a
deterioration in the notes available credit enhancement could
result in an upgrade or a downgrade of the rating, respectively.

Stress Scenarios:

Moody's Parameter Sensitivities: If the portfolio expected loss
was increased from 1.8% to 5.4% of current balance, and the MILAN
CE was increased from 11% to 17.6%, the model output indicates
that the Class A notes would still achieve Aaa(sf) assuming that
all other factors remained equal.  Moody's Parameter
Sensitivities quantify the potential rating impact on a
structured finance security from changing certain input
parameters used in the initial rating.  The analysis assumes that
the deal has not aged and is not intended to measure how the
rating of the security might change over time, but instead what
the initial rating of the security might have been under
different key rating inputs.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed.

The analysis assumes that the deal has not aged and is not
intended to measure how the rating of the security might migrate
over time, but rather how the initial rating of the security
might have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.


GEMGARTO 2015-2 PLC: Fitch Assigns 'BB' Rating to Class X1 Notes
----------------------------------------------------------------
Fitch Ratings has assigned Gemgarto 2015-2 plc's notes final
ratings, as follows:

GBP226,100,000 Class A: 'AAAsf', Outlook Stable
GBP11,900,000 Class B: 'AAsf', Outlook Stable
GBP12,000,000 Class C: 'Asf', Outlook Stable
GBP8,000,000  Class D: 'BBB+sf', Outlook Stable
GBP4,000,000  Class E1: 'BB+sf', Outlook Stable
GBP4,000,000  Class E2: 'BBsf', Outlook Stable
GBP3,325,000  Class X1: 'BBsf', Outlook Stable
GBP5,320,000  Class Z: not rated
GBP1,330,00   Class X2: not rated
GBP1,918,000  Class Y: not rated

The transaction is an RMBS securitization by Gemgarto 2015-2, an
SPV incorporated in England and Wales. The collateral comprises
near-prime owner-occupied residential mortgages originated by
Kensington Mortgage Company in the UK.

The final ratings are based on the quality of the collateral, the
available credit enhancement, the origination and underwriting
processes used by Kensington for this collateral, the servicing
capabilities of Homeloan Management Limited (HML), and the
financial and legal structure.

KEY RATING DRIVERS

Post-Crisis, Near-Prime

The first transaction in the series, Gemgarto 2012-1, has
performed strongly, with three-month plus arrears at 1.6%,
compared with the Fitch prime index of 0.8% and non-conforming
index of 9.8%. Kensington has a manual approach to underwriting,
focusing on borrowers with some form of adverse credit and/or
complex income.

Underwriting practices are robust and the lending criteria do not
allow for any adverse credit 24 months before application. Fitch
applied an underwriter adjustment of more than 1 while assigning
base default probabilities using its prime default matrix.

Adverse Credit

The pool has a higher proportion of adverse credit than Gemgarto
2015-1 but lower than Gemgarto 2012-1. The number of county court
judgments was 10.7%, compared with 2.2% in Gemgarto 2015-1, but
is lower than non-conforming transactions. Fitch has applied an
upward adjustment to the default probability for these
characteristics in line with its criteria.

Unrated Originator and Seller

The originator and seller are unrated entities and so may have
limited resources to repurchase mortgages if there is a breach of
the representations and warranties (RW). This is a risk, but
there are a number of mitigating factors, such as the low
occurrence of previous breaches of the RW and an extended file
review.

Combined Liquidity, General Reserve

The transaction is supported by a non-amortizing rated note
reserve fund (RNRF) set at 2% of the collateral balance at
closing. Initially, most of the RNRF provides liquidity only to
the class A and B notes, but as these notes amortize, the amount
allocated for liquidity will fall in line with the note balances
(2.5% of class A and B outstanding), and the rest will become
available to absorb credit losses.

RATING SENSITIVITIES

The ratings and the related analysis performed are based on the
assumptions in the existing criteria - Criteria Addendum: UK,
dated 11 June 2015. Fitch's exposure draft report - Exposure
Draft

-- Criteria Addendum: UK, dated 22 September 2015 has not been
    adopted (and the related model has not been through the full
    validation process), and these were not used in the rating
    analysis. Fitch has performed a sensitivity analysis which
    shows that if the criteria in that Exposure Draft (and the
    related model) are used, the assigned ratings would be:

Class A 'AAAsf'
Class B 'AA+sf'
Class C 'A+sf'
Class D 'BBB+sf'
Class E1 'BB+sf'
Class E2 'BB+sf'
Class X1 'BB+sf'

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce loss levels greater than
Fitch's base case expectations, which in turn may result in
negative rating actions on the notes. Fitch's analysis revealed
that a 30% increase in the weighted average (WA) foreclosure
frequency, along with a 30% decrease in the WA recovery rate,
would imply a downgrade of the class A notes to 'AA-sf' from
'AAAsf' and the class B notes to 'Asf' from 'AAsf'.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

DATA ADEQUACY

Kensington provided Fitch with a loan-by-loan data template. All
relevant fields were provided in the data tape, with the
exception of prior mortgage arrears. Performance data on
historical static arrears were provided for all loans originated
by Kensington, but the scope of the data was limited due to
rather low origination volumes, especially from 2010 to 2012, and
the length of available history (Kensington restarted with its
new lending program in 2010).

Due to its limited origination history, only four cases of sold
repossessions have been experienced to date. When assessing the
relevant assumptions to apply for the quick sale adjustment (QSA)
Fitch considers the robustness of the initial valuations as the
key driver together with the special servicing arrangements in
place.

Considering the QSA assumptions are based on a comparison between
sale price and an indexed original valuation, it is important for
Fitch to have comfort that the original valuations obtained were
robust and that sufficient controls and processes were in place
to help ensure the veracity of the valuations received. In
Fitch's view, Kensington has a robust approach to obtaining
property valuations - with full valuations always required with
additional desktop valuation checks and audits in cases when the
valuation differs substantially.

Furthermore, it is Fitch's view that the special servicing, which
is performed by Kensington, demonstrates a strong performance in
overall servicing ability. Given this, the agency has applied QSA
assumptions as per its standard criteria and has not applied any
upward adjustments.

During the previous 12 months, Fitch conducted a site visit to
Kensington's offices and conducted a file review to check the
quality of Kensington's originations. During the site visit,
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.

Fitch reviewed the results of a third party assessment conducted
on the asset portfolio information, which indicated no adverse
findings material to the rating analysis.

Overall and together with the assumptions referred to above,
Fitch's assessment of the asset pool information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

To analyze the credit enhancement levels, Fitch evaluated the
collateral using its default model ResiEMEA. The agency assessed
the transaction cash flows using default and loss severity
assumptions under various structural stresses including
prepayment speeds and interest rate scenarios. Fitch rates the
notes to the terms and conditions of the notes, which states that
interest can be deferred for the class B, class C, class D and
class X1 notes given any such note is not the most senior class
outstanding, and at all times for the class E1 and class E2
notes. However, Fitch always rates notes 'AAsf' or above for
timely interest. Fitch's ratings scenarios indicate that the
class A to D notes receive interest payments in our modelling
scenarios without incurring any interest shortfall at any time.

MBIA UK: S&P Raises Financial Strength Ratings to 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
financial strength and enhancement ratings on MBIA U.K. Insurance
Ltd. (MBIA UK) to 'BB' from 'B'.  The outlook is stable.

"The rating action reflects that our rating on MBIA UK is no
longer linked to that on its parent, and that its capital
adequacy is very strong and liquidity is adequate," said Standard
& Poor's credit analyst David Veno.  The excess-of-loss
reinsurance agreement and net-worth maintenance agreement
provided by MBIA Insurance Corp. to MBIA UK have been canceled
pending regulatory approval, and S&P no longer views MBIA UK as a
core company of MBIA Insurance Corp.

The stable outlook reflects S&P's view that MBIA UK's capital and
liquidity are adequate to meet potential claim payments through
2016.  The outlook also includes an expectation that the
company's competitive position will not improve.

S&P may lower its rating if the company exhibits losses that
reduce capital from a very strong level and diminish liquidity.

Given MBIA UK's run-off state, S&P do not expect to raise its
rating in the next 12 months.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets.  A company may establish reserves on its
balance sheet for liabilities that may never materialize.  The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-362-8552.


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