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M&A beachcombers: no escape from longer due diligence

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imprima

 

2011 has been an interesting year for the M&A market in London.  Activities have been (understandably) subdued by the economic climate, while in September new rules were introduced by the UK Takeover Panel to make the M&A process more transparent. imprima
From our overview of the M&A marketplace we also observed that the due diligence process seemed to be taking longer, with more cross-border parties involved than ever before.  We noted more parties working on deals remotely, particularly on tablets, notebooks and smart phones.
In order to understand these trends in more detail, we undertook an online survey with our clients to uncover their views on the Takeover Panel rules, general due diligence, and how likely M&A specialists are to be working on deals remotely – even on holiday.
Remote working
Mobile devices have made it much easier to work on deals while out of the office – 89% of respondents said that they use a mobile to work on a transaction.  The most popular devices are Blackberrys (73.3%), iPhones (22.2%) and iPads (17.8%).
The percentage of deals involving multiple countries is now relatively high, with 12% of respondents reporting that 100% of deals that they had worked on in the past three years were international.  Only 5% said that 100% of deals involved only one country, while the highest proportion (29%) said that up to half of their transactions involved cross-border work.
The increased time and complexity involved in conducting M&A due diligence has led to nearly three quarters (72%) of deal makers working on a transaction while on their most recent holiday.
Due diligence challenges
According to the research, the majority (62.2%) of respondents said that the due diligence process had become more complex over the past three years.  A small minority (6.7%) said that the due diligence process had become less complex, with the remainder saying that they had not noticed a difference.  Greater complexities are likely to have been introduced by a number of factors, not least the increased risk aversion demonstrated by many companies.
There were similar responses to the question of whether the due diligence process has become longer or shorter over the past three years.  Well over half (57.8%) of respondents said that they spend significantly more time on due diligence, compared with just 6.7% who said that they took significantly less time. Just over a third 35.6% said that they hadn’t noticed any difference.
Stressed out
Given that respondents believe M&A deals are becoming more complex and time-consuming, it’s not surprising that the biggest cause of stress is lack of time.  More than a third (36.7%) named this as the biggest source of stress when working on a deal.  Only 4.4% of respondents said that spending too much time travelling was the biggest cause of stress, reflecting the fact that so many people can now work on deals remotely from tablets or smart phones.  The second biggest source of stress was highlighted as ‘other parties not delivering information on time’ (26.1%), followed by ‘poor or inaccurate documentation’ (21.7%) and ‘pressure from other parties’ (14.4%).
Impact of the Takeover Panel’s new rules
While 39.8% of respondents said that the new rules will achieve the Takeover Panel’s objective of improving the effectiveness and transparency of M&A activities in the UK, just over a quarter (25.5%) believe that they will actually have a detrimental effect on potential M&A activity.  Only 15.3% think the new rules will not make any difference to the way in which M&A activities are managed.  While it’s early days for the new regime, the rules are due to be reviewed and possibly extended to a wider group of listed companies in early 2012.
Almost half of respondents (43.3%) said that they thought the new Takeover Panel rules would make M&A activities more time-consuming, while 40.2% believe that they will make them more expensive.  Even worse, 16.5% of people said that they believed the new rules would help to drive M&A activities away from the UK to other financial centres.  So while most people thought that the rules would improve transparency, there are some fears that they will actually increase the cost of carrying out M&A activities or even lead to lost business.
The jury appears to still be out over whether the new Takeover Panel rules will be easy to enforce, with responses roughly split three ways.  As the regime becomes the norm for those involved in UK M&A activity, we will begin to see cases where the Takeover Panel takes action against those who fail to follow the rules.
One of the key points of the new Takeover Panel rules is that the identity of companies bidding for a target business should be made public, mainly in the interests of the target company and its shareholders.  However, the majority of M&A specialists (59.1%) believe that target companies should not be required to reveal potential bidders and should have the choice to keep them confidential.  One concern could be that the new regime makes it more difficult for prospective bidders to carry out due diligence procedures within the time limit of 28 days – after which they must make a formal bid or step back.
Conclusion
Our clients are clearly concerned about the extra time and expense involved in complying with the new regulations and most would like the choice to keep details under wraps.  While it appears that some potential targets may be able to win dispensation from the panel over the requirement to name bidders, in most cases we have to move with the times and adapt to the new rules.
Those companies that become more efficient in their M&A activities will be able to take advantage of this new regulatory landscape.  For bidding firms, these changes will place ever greater emphasis on the need to conduct due diligence as swiftly and efficiently as possible.
These new rules put the final nail in the coffin of old fashioned, paper-based due diligence in favour of virtual data rooms, which speed up the due diligence process by enabling review teams to work online, at any time, from anywhere in the world.

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COVID-19 creates long and winding road for startups seeking investment

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COVID-19 creates long and winding road for startups seeking investment 1

By Jayne Chan, Head of StartmeupHK, Invest Hong Kong

Countless technology and other companies describe themselves as innovators, disruptors or game changers, or maybe all three, and sometimes that’s true. But none have had quite the disruptive force of COVID-19 which has flipped work and life habits upside down and sucked so much oxygen out of the global economy. The impact will be lasting: many of those new habits are here to stay.

Yet, while a recalibration of lifestyles and business processes is perhaps overdue – and to be embraced given it’s happening anyway – the change presents huge challenges for startups and new businesses that were on a growth trajectory prior to the pandemic. Few would deny that opportunities exist amid the disruption, but the challenge right now is to survive the crisis intact.

The global economy this year will see its biggest contraction in decades. The World Bank projects global gross domestic product to fall by 5.2% this year,[1] with advanced economies shrinking 7% and emerging economies 2.5%. It forecast East Asia and the Pacific to grow just 0.5% this year, down from 5.9% last year. These forecasts assume the markets will return to somewhere near normality during the second half of the year.

Despite all the economic murk and gloom, there are signs that a post-COVID bounce is likely. The World Bank predicts economic growth of 6.6% in East Asia and the Pacific in 2021.

Some business sectors fare better

Looking around, it’s reasonable to anticipate a relatively speedy recovery. In a few business sectors, such as healthcare and telemedicine, e-commerce, fintech, home delivery and food retail sectors, there are companies that have fared better. In some instances, the situation has been transformational in a positive way.

In fintech, for example, global investment actually rose year-on-year in the first half of 2020, according to Accenture,[2] up 3.8% to US$23.1 billion from US$22.3 billion, albeit with the help of COVID-related government loans in some markets. Asia-Pacific saw a sharp rise driven by China and Australia. In the first half, China’s fintech market grew 177% year-on-year to US$2.3 billion, while Australia’s grew 189% to US$1.2 billion.

Resilience is clear to see, but businesses face huge challenges. From a startup perspective, within weeks of the COVID-19 outbreak, many companies went from being solid-growth enterprises, possibly looking to raise money, to ones simply trying to stay afloat.

Debtor books have grown massively as companies stop cash going out the door. Many well-run companies have customers who may not be cancelling, but they are also not paying as fast. For such companies, it becomes a cash issue rather than a fundamental underlying business one. The reality is that businesses are ensuring that every penny going out the door absolutely needs to – so payment terms get stretched. It’s understandable, but it’s problematic if everyone does it.

For startups seeking to work their way onto the fundraising ladder, the process typically starts with an initial pre-seed and/or seed round, which then moves on to Series A to B, C and onwards as needed. The funds usually come from angel investors, accelerators or venture capital firms, in return for an equity stake. Even at the best of times, pitching to get on the first rung of the ladder is perhaps the greatest challenge.

Bar for investment higher as company valuations drop

Advice for many prospects looking at fundraising, certainly during the first wave of COVID-19, was to do nothing except focus on survival. For investors, a business that weaves and navigates its way through the crisis, or even take advantage of the pandemic environment to flourish, is likely to resonate.

Even for those companies that have fared better in recent months, barring an utterly compelling reason to raise funds, now may not be the ideal time. It’s clear that the bar for investment has gone up and company valuations have come down, neither of which is a surprise given higher risk profiles at present.

For companies that are well known to investors, such as Grab, Lu.com, Airwallex or WeLab, fundraising is more manageable. And for slightly smaller but relatively new companies, there are plenty of examples of recent success attracting fresh investment, often through existing investors.

Jayne Chan

Jayne Chan

But for smaller, newer companies, not being able to do face-to-face pitches creates much more of a challenge – after all, most funds like a boots-on-the-ground physical interaction before putting money in, particularly if the sums are large.

Despite all that, for new businesses planning to seek funds down the line, there is no harm warming up investors. Having the right conversations now makes sense and would help a startup to hit the ground running when the pandemic abates. The conversations should include ones with government funding organisations. For an investor, matching government funding is attractive because of the higher startup success rate.

Pandemic drives consumers and businesses online

Thanks to the pandemic, people are now far more willing to go online for all manner of transactions. Working remotely from the office is now commonplace, with work hours more flexible.

This trend among consumers, healthcare professionals and office workers has become more entrenched – more retailers are going online, while companies rethink their office space needs. This extends to investors, many of whom initially sat on their hands expecting COVID-19 to quickly pass by. They quickly adapted when it became clear coronavirus was going nowhere fast.

Quantitative easing and low interest rate policies by central banks, along with a boom driven by the lockdown – appetite for online entertainment, financial services, communications, healthcare, shopping, etc. – spurred fresh demand for tech products, pushing share prices rising to record highs. This created an attractive environment for investors to seek fresh investment opportunities.

A consequence of widespread digitalisation is that software, e-commerce and, more broadly, digital startups have an advantage in the competition for funding. An ability to do business both face-to-face and remotely makes such businesses less vulnerable to other trade pitfalls and therefore more attractive for investors.

Conversely, it’s harder for hardware startups at a time when global trade is weakening. They have to consider whether production costs and the markets they promote will be affected by such issues as tariffs or people flow. This type of startup is likely to have access to fewer financing opportunities.

It may seem obvious, but it’s of paramount importance for startups seeking funding to be clear about what they are looking for from investors. Are they simply injecting capital as a passive investment hoping for a return, or are they looking to create synergies to help develop the business? Startups should consider what resources investors can bring to the business besides capital.

These are testing times. However, founders of startups need to stay positive and true to their mission and vision, and why they started the companies in the first place. After all, that’s their value proposition.

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COVID-19 and PCL property – a market on the rise?

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COVID-19 and PCL property – a market on the rise? 2

By Alpa Bhakta, CEO of Butterfield Mortgages Limited

Over the last five years, demand for prime central London (PCL) property has been fairly inconsistent. Sudden peaks in interest from buyers could be followed by periods of stagnate price growth. Nonetheless, the advantages of PCL property investment, particularly by international investors, has remained well known.

Well-funded development and neighbourhood re-generation schemes, alongside an influx of overseas investment, has resulted in a vibrant market with a diverse range of opportunities for prospective buyers.

Nonetheless, the PCL market has not been immune to the impact of the COVID-19 pandemic. During the first half of the year, the lockdown meant physical valuations and onsite inspections could not take place. People in the UK were also discouraged from moving properties unless they found themselves in extreme circumstances.

However, as we now enter the final weeks of 2020, I believe there’re plenty of reasons to be optimistic about the future prospects of the PCL property market. Buyer demand has resulted in a new wave of activity, and this is resulting in significant house price growth. Indeed, it was recently revealed by Halifax that the average rate of house price growth in November was at a four-year high.

Obviously, there are multiple factors that have helped sustain this strong level of house price growth. Most notably, the Stamp Duty Land Tax (SDLT) holiday has succeeded in coaxing buyers back to the property market––be they seasoned buy-to-let (BTL) investors or first-time buyers––by offering up to £15,000 in tax savings on any given property purchase.

However, it’s worth considering the other factors underway in London’s property market. With the UK in a second national lockdown, many investors will be keen on hedging against future COVID-imbued market uncertainty through acquiring safe-haven assets like British property. As you’ll read below, this is having a positive impact on the PCL market.

Investors are flocking to PCL opportunities

The PCL property market has managed to be one of the most active areas of the UK’s real estate market during the whole of 2020. When discussing why this is so, we must first begin by understanding the behaviours of overseas buyers.

Given that international investors represented over half (55%) of all the PCL property purchases recorded in the second half of 2019, anything to further incentivise or dissuade such foreign actors would hugely impact PCL property transaction figures.

Earlier in the year, alongside the announcement of the aforementioned SDLT holiday, UK Chancellor Rishi Sunak indeed announced that he would be implementing 2% SDLT surcharge for non-UK based buyers of British property from April 2021 onwards.

So, for those seeking properties worth over £5 million in the UK capital, a 2% additional cost may represent a substantial amount of wealth. To avoid this, many overseas buyers who may have been contemplating a PCL property acquisition have rushed to buy such properties before this surcharge is applicable. This trend will undoubtedly continue until 1 April, 2021.

Remote working and PCL

On the topic of the PCL market’s future, many property speculators were concerned earlier this year that London’s property market would potentially collapse entirely as a result of remote working. With homeworking set to remain the norm for the foreseeable future, commentators predicted that professionals would escape the capital en-masse in favour of roomier, cheaper properties farther from their London employer’s offices.

While there have been some signs of shifting demand from urban London neighbourhoods to suburban ones, according to Rightmove statistics, there has been no recordable effect on the UK’s property market as a result.

Conversely, property specialists Savills have actually discovered that over half of all transactions including properties worth more than £5 million in the UK this year were all located in just five central London postcodes.

A busy few months

Given the performance of the PCL property sector in 2020, I only foresee this market growing stronger and stronger in the years ahead. Recent developments in the production of COVID-19 vaccine have many hoping that we may return to normality by Spring 2021, which would represent fantastic news for those involved in bricks and mortar, should it transpire.

In the coming months, I anticipate a surge in activity across the PCL market as buyers look to take advantage of the tax breaks on offer. As such, it will be important that these buyers have access to the financing needed to complete these transactions quickly. If not, there is a risk any purchase they attempt might be concluded in April 2021 when the current tax breaks in place are removed.

Overall, I cannot help but be impressed by the performance of the property market more generally during the pandemic. Having experienced slow growth in the years following the EU referendum in June 2016, it is clear that buyers are eager to take advantage of the opportunities on offer. This is particularly true when it comes to PCL property.

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An outlook on equities and bonds

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An outlook on equities and bonds 3

By Rupert Thompson, Chief Investment Officer at Kingswood

The equity market rally paused last week with global equities little changed in local currency terms. Even so, this still leaves markets up a hefty 10% so far this month with UK equities gaining as much as 14%.

The November rally started with the US election results but gathered momentum with the recent very encouraging vaccine news. This continued today with the AstraZeneca/Oxford vaccine proving to be up to 90% effective in preventing Covid infections. This is slightly below the 95% efficacy of the Pfizer and Moderna vaccines already reported but this one has the advantage of not needing to be stored at ultra-cold temperatures. One or more of these vaccines now looks very likely to start being rolled out within a few weeks.

Of course, these vaccines will do little to halt the current surge in infections. Cases may now be starting to moderate in the UK and some countries in Europe but the trend remains sharply upwards in the US. The damage lockdowns are doing to the recovery was highlighted today with the news that business confidence in the UK and Europe fell back into recessionary territory in November.

Markets, however, are likely to continue to look through this weakness to the prospect of a strong global recovery next year. While equities may have little additional upside near term, they should see further significant gains next year. Their current high valuations should be supported by the very low level of interest rates, leaving a rebound in earnings to drive markets higher.

Prospective returns over the coming year look markedly higher for equities than for bonds, where return prospects are very limited. As for the downside risks for equities, they appear much reduced with the recent vaccine news and central banks making it clear they are still intent on doing all they can to support growth.

Both factors mean we have taken the decision to increase our equity exposure. While our portfolios already have significant allocations to equities and have benefited from the rally in recent months, we are now moving our allocations into line with the levels we would expect to hold over the long term.

Our new equity allocations will be focused on the ‘value’ areas of the market. The last few weeks have seen a significant rotation out of expensive high ‘growth’ sectors such as technology into cheaper and more cyclical areas such as financials, materials and industrials. Similarly, countries and regions, such as the UK which look particularly cheap, have fared well just recently.

We think this rotation has further to run and will be adding to our UK exposure. This does not mean we have suddenly become converts to Boris’s rose-tinted post-Brexit view of the UK’s economic prospects. Instead, this more favourable backdrop for cheap markets is likely to favour the UK.

We will also be adding to US equities. Again, this does not represent a change in our longstanding caution on the US market overall due to its high valuation. Rather, we will be investing in the cheaper areas of the US which have significant catch-up potential.

We are also making a change to our Asia ex Japan equity holdings. We will be focusing some of this exposure on China which we believe deserves a specific allocation due to the strong performance of late of that economy and the sheer size of the Chinese equity market.

On the fixed income side, we will be reducing our allocation to short maturity high quality UK corporate bonds, where return prospects look particularly limited. We are also taking the opportunity to add an allocation to inflation-linked bonds in our lower risk, fixed income heavy, portfolios. These have little protection against a rise in inflation unlike our higher risk portfolios, which are protected through their equity holdings.

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