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GET CONNECTED FOR A SUCCESSFUL DEAL

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Robin-Johnson
Businesses examining cross border merger and acquisition deals as a strategic approach to fuel growth, need to ensure all parts of the deal process are aligned if they are to realise the full potential of the transaction. Avoiding some common pitfalls and sticking to a deal process ‘blueprint’ is the key to success. Robin Johnson from global law firm, Eversheds shares critical insight from the firm’s new report,“The M&A Blueprint: from inception to integration”, that gathered together expert views on how maximise the value from global M&A transactions.Robin-Johnson

 It is widely accepted that despite a number of challenging macroeconomic issues, company boards within global businesses are under pressure to drive growth. The role of international deal-making and merger and acquisition activity remains an important and strategic business tool to secure growth.

Low levels of growth in many markets, unsustainable government borrowing, deleveraging of company balance sheets and somewhat risk adverse director groups all present obstacles to doing deals. But for many organisations, mergers and acquisitions remain a priority as they seek to follow global customers or to help smooth entry into new international markets.

But driving value from deals is also a key factor as to their future success and this is where problems can occur. According to a recent report commissioned by Eversheds – The M&A Blueprint: from inception to integration – it appears that the full potential of cross-border deals is often compromised due to weaknesses in the actual deal process, and in particular little or no focus beyond the deal transaction to post-integration.

This was the collective view from over 400 multi-national companies who have been involved in cross border merger and acquisition deals over the past three years. Asked for their insight and experience of such deals, they highlighted the potential for weaknesses in the process and advocated close scrutiny for a number of key areas which could ultimately determine the onward success of the deal. In essence this sets up a blueprint to follow, which, according to the experts, can drastically influence deal outcomes.

Eight key insights underpin the over-arching conclusion of the report and are cited as some of the common causes for deals failing to realise value. Being aware of these factors, which are based upon deal-related experiences, could be a helpful for organisations seeking to ensure the deal process runs smoothly, as well as future integrated success.

 •  Avoidable faults in due diligence – Nearly half of the companies contributing to the report said that challenges during the integration phase were due to errors during due diligence activity. The fact that avoidable mistakes are cited as the most common reason for M&A transactions to fail points to a real need to ensure focus and consistency in this primary area of deal preparation.
 •  Continuity is key – The report findings pointed to a need to put in place a core team of legal, commercial and finance professionals at the onset to connect all the elements of the deal from day one. This team must remain with the deal from inception to integration to guarantee continuity and maximise potential for success. This appears to be a particular issue for UK organisations.
 
• Bringing internal and external work streams together – For some companies external factors such as economic difficulties were the reason for deal failures. For many, however, it was an admission that they failed to align legal and management team priorities which led to unnecessary complexity when trying to complete the deal. For 26% this translated into failure to realise value in recent proposed deals.
 • Ten deals or more – Many contributors to the report cited the importance of experience when trying to drive a successful outcome for a cross border deal. Indeed, businesses with legal teams who had worked on ten or more cross-border merger and acquisition transactions over the past five years were less likely to encounter problems in the integration phase.
 • Work with your legal team from the start – Firms felt that legal advice was brought into the deal arena too late in the process and in many cases not at a strategic level. Indeed, integration went as planned for 86% of organisations that brought legal teams on board at an early stage, compared to just 63% of companies who admitted to involving legal counsel too late in the overall process.
 • Early warning signs – With legal consideration vital to the successful outcome of any deal, nearly 60% said they had highlighted potentially damaging issues early in the process and could caution management about proceeding further to therefore avoid future problems
 • Involving outside counsel? – Companies, according to our experts, should be aware about the motivation of external counsel in the deal process. The perception held by businesses is that external legal advice is often not sufficiently interested in integration issues post deal and are more concerned with completing the deal and moving on. This does not always put the best interests of the organisation to the fore.
• Worst deals – Poor cross border deals are characterised in the report by a lack of coordination between internal teams, multi-jurisdictional issues, weak due diligence and a lack of trust between negotiating parties.

Underpinning the key factors above was the overwhelming critical recommendation highlighted by the report. It strongly advocates the essential requirement to create a core deal team to provide the ‘connective tissue’ to link all the phases of the deal together. The team needs to take the deal from the inception stage through to post completion integration. Businesses need to start to join the dots between the different stages of the deal cycle to move the focus from just simply ‘doing the deal’ to thinking about life for the business beyond the deal itself.

Establishing and following the M&A ‘blueprint’ that links together all deal phases from inception to integration will significantly reduce the potential for deals not to come to fruition or to drive value over the long-term. Adopting a project management approach for the life cycle of the deal not only ensures that the critical inception, planning and due diligence stages perform as they should, it also lays solid foundations to ensure that the deal execution and integration stages match the original objectives of the deal which is to ultimately add value.
 
Copies of The M&A blueprint: From inception to integration report are available from http://bit.ly/ScKnSX
 

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A practical guide to the UCITS KIIDs annual update

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A practical guide to the UCITS KIIDs annual update 1

By  Ulf Herbig at Kneip

We take a practical look at the UCITS KIID

What is a UCITS KIID and what is it used for?

The Key Investor Information Document (KIID) is a 2- or 3-page summary document detailing a fund’s charges, risk & reward profile, past performance and the overall objectives and investment policy.

What does the regulation say about the annual update?

In terms of annual updates, according to EU Regulation 583/2010, Fund Managers have 35 business days (excluding weekends) from December 31 to issue a revised version of the KIIDs including the performance of the calendar year that just ended.

The Regulation says that the documents must not only be produced but also made available to investors before the 35-business-day-delay is elapsed. This means that Fund Managers must compute the past performances for the year 2020, update the documents that are currently made public, in all applicable languages, proceed with filing to regulators and ensure that these documents are published on websites.

When is the deadline this year?

In the absence of any legal holiday in January and February, the deadline is set to 35 business days from January 1st, which leads to Friday 19 February 2021.

If there is a legal holiday between January 1st and February 19th, then the deadline can be extended accordingly to the next business day. However, we always recommend sticking to the deadline without taking any legal holiday in January or February into account.

What can be challenging with the annual update?

The annual update production cycle can be challenging in many areas:

Scope management. Overall, the scope of the annual update must be the first and foremost task to be done, early in January. The annual update must be done on all share classes for which performances for at least on full calendar year (real or simulated) can be shown. This means that share classes launched in 2020, where the Fund Manager does not want to show simulated performances, may be excluded from the scope of the annual update of 2021. The monitoring of the KIIDs for these share classes launched in 2020 shall continue its normal life but will not be affected by an update of performance as long as there is not a full calendar year of performances to be shown.

Computation of 2020 past performance. this is the main task to be done in relation to the annual update and is a mechanical computation of the net performance of the share class or the fund from 31 Dec 2019 to 31 Dec 2020, with an assumption of the dividends paid during the year being reinvested into the fund.

Consideration of inactivity periods during 2020. When the share class of the fund had one or more periods of inactivity during the year, then the following question is to be considered: Do we, as a manufacturer, show either a) no performance for 2020 in the KIID and provide a written explanation instead, or b) show the 2020 performance in the KIID and simulate the performance during the dormancy period based on a benchmark?

Material changes other than past performance to be incorporated in the KIID. Very often the annual update is also a time where other changes may be incorporated, being driven by changes in the regulation or changes triggered by a modification of the prospectus. We would tend to consider the implementation of these changes at the same time as the KIID annual update production, to make sure the filing to home and host regulators is being done once and for all.

Is this year’s annual update any different?

In terms of document production, the processing remains the same as the previous years, even though the year that just ended may have been tough for many organizations and might have impacted the net performance of the funds.

Should you already start to think about the move from KIID to KID?

As of today, the grandfathering for Asset Managers allowing them to produce and issue a UCITS KIID in lieu of a PRIIPs KID will come to an end on Dec 31, 2021. This means that this year should be the last year of having to handle an annual update of the KIIDs and that a PRIIPs KID will have to be produced from Jan 1, 2022. Therefore, the time to start thinking about the move to the PRIIPs is now.

However, there is currently no approved regulatory technical standards (RTS) available at the level of European Supervisory Authorities, which means that product manufacturers do not have any guidelines as to how to produce the PRIIPs KIDs by Jan 1, 2022. We expect to have draft RTS issued by the ESAs by end of January, with a final version to be ratified by the EU Commission one of two months later, as the earliest.

This means that the implementation timeframe, if the deadline is maintained, will be very limited and will put significant pressure on product manufacturers to get this implementation over the line within deadline.

There is also a possibility that a further extension of the grandfathering period is granted, which would extend the use of the UCITS KIID for a longer period. This, if applied, would be a welcomed relief for market participants in the fund managers who are already under huge regulatory pressure.

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How to Take Control of Retirement Planning in 2021 and Beyond

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How to Take Control of Retirement Planning in 2021 and Beyond 2

What does your dream retirement look like? What kind of lifestyle do you imagine? Maybe you’re planning to travel more, or perhaps you’re thinking of going back to school. Maybe that passion for photography could become a new business, or perhaps you’re simply looking forward to taking a break and enjoy spending more precious time with those you love.

Whether retirement will see you bungee jumping in South Africa, or trampoline jumping with the grandkids, Steve Pennington, Head of Wealth Planning at Private and Commercial Bank Arbuthnot Latham discusses how planning your retirement now will help bring those dreams the chance of becoming reality.

There are so many “what if’s” and unknowns to take into consideration that retirement planning can feel daunting.  What kind of retirement lifestyle can you actually expect? What if I want to (or need) retire early? What if I or my partner needs care in older age? What if my children or grandchildren need financial support? What if I want to buy a Jaguar E Type? What if my investments fall?

2020 has only added to these concerns, so what can you do to feel more in control?

Understanding what you want to achieve is the first step. Is the key goal to maintain your lifestyle in retirement, or do you have different priorities? By looking at your cash flow today and modelling a range of anticipated cash flow scenarios in retirement, you can immediately visualise your future financial position. Through building in key personal milestones such as a change in lifestyle, travel, downsizing, buying that car, or selling a business, you can build a clearer of picture of what you’ll need and when.

More than 10 years until retirement

Look at your current later life provisions. How do you intend to use your non pension assets in retirement? How and when do you actually intend to use your pensions? Are you planning to stop working before you’re eligible to access your formal pensions? Do you have a personal or company pension? If you’ve worked for a number of companies, you may have several. Have you considered consolidating your pension arrangements? Have you checked how your retirement funds are performing, and if your circumstances and ambitions have changed since you last reviewed them?

If you are earning more than you spend, it’s also worth thinking about what you’re doing with your excess income. Inflation erodes the value of savings over time, meaning your purchasing power in the future is reduced. Of course, everyone needs cash reserves, but could you invest more now, using tax advantages, so that your retirement ambition has a more certain outcome?

Less than 10 years until retirement

If you’re approaching retirement, you probably already have a rough idea of your retirement plan. It’s also likely that you’ve experienced some investment turmoil over the years which may have caused unease and uncertainty. When you have financial plans in place it can be tempting to just stick with your current investment arrangements, whether they are performing or not, or perhaps you have been thinking about making some changes but need guidance and advice. Professional advice at this time can help you feel in control of your finances and your future.

If you’re feeling unsure about the state of your investments, or how your finances are arranged, it’s important to find an adviser who can review your circumstances and discuss suitable options in order to address your objectives. As you near retirement, it’s even more important to review your appetite for risk, capacity for loss and complete a financial health check to assess whether you are on track.  Often Investors are happier to take fewer risks as retirement approaches, but this is not always the best course of action. Consider that pensions may need to provide you with income for the rest of your life.

Already retired

If you’re already retired, you’ll already be using your assets to fund your lifestyle. It’s certainly worth reviewing how you are using your assets to provide income. At this stage of life, many people’s financial goals change from investing for growth to investing for income. However, as people live longer, retirement is often broken into different stages, allowing you more control over how you structure your finances and access your wealth at a future date to deliver different benefits at different times.

To find out if your retirement dream is achievable take this short quiz here:  https://www.arbuthnotlatham.co.uk/insights/retirement-quiz

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Not company earnings, not data but vaccines now steering investor sentiment

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Not company earnings, not data but vaccines now steering investor sentiment 3

By Marc Jones and Dhara Ranasinghe

LONDON (Reuters) – Forget economic data releases and corporate trading statements — vaccine rollout progress is what fund managers and analysts are watching to gauge which markets may recover quickest from the COVID-19 devastation and to guide their investment decisions.

Consensus is for world economic growth to rebound this year above 5%, while Refinitiv I/B/E/S forecasts that 2021 earnings will expand 38% and 21% in Europe and the United States respectively.

Yet those projections and investment themes hinge almost entirely on how quickly inoculation campaigns progress; new COVID-19 strains and fresh lockdown extensions make official data releases and company profit-loss statements hopelessly out of date for anyone who uses them to guide investment decisions.

“The vaccine race remains the major wild card here. It will shape the outlook and perceptions of global growth leadership in 2021,” said Mark McCormick, head of currency strategy at TD Securities.

“While vaccines could reinforce a more synchronized recovery in the second half (2021), the early numbers reinforce the shifting fundamental between the United States, euro zone and others.”

The question is which country will be first to vaccinate 60%-70% of its population — the threshold generally seen as conferring herd immunity, where factories, bars and hotels can safely reopen. Delays could necessitate more stimulus from governments and central banks.

Patchy vaccine progress has forced some to push back initial estimates of when herd immunity could be reached. Deutsche Bank says late autumn is now more realistic than summer, though it expects the northern hemisphere spring to be a turning point, with 20%-25% of people vaccinated and restrictions slowly being lifted.

But race winners are already becoming evident, above all Israel, where a speedy immunisation campaign has brought a torrent of investment into its markets and pushed the shekel to quarter-century highs.

(Graphic: Vaccinations per 100 people by country, https://fingfx.thomsonreuters.com/gfx/mkt/azgvolalapd/Pasted%20image%201611247476583.png)

SHOT IN THE ARM

Others such as South Africa and Brazil, slower to get off the ground, have been punished by markets.

Britain’s pound meanwhile is at eight-month highs versus the euro which analysts attribute partly to better vaccination prospects; about 5 million people have had their first shot with numbers doubling in the past week.

Shamik Dhar, chief economist at BNY Mellon Investment Management expects double-digit GDP bouncebacks in Britain and the United States but noted sluggish euro zone progress.

“It is harder in the euro zone, the outlook is a bit more cloudy there as it looks like it will take longer to get herd immunity (due to slower vaccine programmes),” he added.

The euro bloc currently lags the likes of Britain and Israel in terms of per capita coverage, leading Germany to extend a hard lockdown until Feb. 14, while France and Netherlands are moving to impose night-time curfews.

Jack Allen-Reynolds, senior European economist at Capital Economics, said the slow vaccine progress and lockdowns had led him to revise down his euro zone 2021 GDP forecasts by a whole percentage point to 4%.

“We assume GDP gets back to pre-pandemic levels around 2022…the general story is that we think the euro zone will recover more slowly than US and UK.”

The United States, which started vaccinating its population last month, is also ahead of most other major economies with its vaccination rollout running at a rate of about 5 per 100.

Deutsche said at current rates 70 million Americans would have been immunised around April, the threshold for protecting the most vulnerable.

Some such as Eric Baurmeister, head of emerging markets fixed income at Morgan Stanley Investment Management, highlight risks to the vaccine trade, noting that markets appear to have more or less priced normality being restored, leaving room for disappointment.

Broadly though the view is that eventually consumers will channel pent-up savings into travel, shopping and entertainment, against a backdrop of abundant stimulus. In the meantime, investors are just trying to capture market moves when lockdowns are eased, said Hans Peterson global head of asset allocation at SEB Investment Management.

“All (market) moves depend now on the lower pace of infections,” Peterson said. “If that reverts, we have to go back to investing in the FAANGS (U.S. tech stocks) for good or for bad.”

(GRAPHIC: Renewed surge in COVID-19 across Europe – https://fingfx.thomsonreuters.com/gfx/mkt/xegvbejqwpq/COVID2101.PNG)

(Reporting by Dhara Ranasinghe and Marc Jones; Additional reporting by Karin Strohecker; Writing by Sujata Rao; Editing by Hugh Lawson)

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