The project involved AIL revoking its license as a MiFID investment firm and obtaining regulatory approval instead as a dual UCITS/ AIFM "super-manco" with additional MiFID permissions. With the full scope of AIFMD and UCITS permissions, AIL can now offer fund hosting services in Ireland to complement the Amundi Group's equivalent businesses in France, Luxembourg and Austria as well as act as UCITS management company and AIFM to funds. The deal was significant because of the unprecedented nature of the regulatory conversion, which required significant interaction with the Central Bank of Ireland, and the scale of AIL's business and resourcing and the consequent scale of the organisational restructure.
Credit Suisse Index Fund (IE) ETF ICAV involved a cross border merger of three existing Luxembourg domiciled index mutual funds into sub-funds of a newly established umbrella ETF authorised as a UCITS. The conversion from a mutual fund into an exchange traded fund is a relatively novel concept.
ETFs have grown consistently and significantly since their inception over 25 years ago and are now the fastest growing type of investment fund globally. Ireland is the largest European centre for ETFs. As of end of October 2020, approximately 63% of the total ETFs assets in Europe are domiciled in Ireland. This project involved a very detailed consideration of the introduction of authorised participants and market makers in order to support the ecosystem of the primary and secondary markets. Having launched on 16 March, by June 2020 the ICAV had attracted $2bn of AUM.
HANetf ICAV is the first white-label ETF platform in Europe, involving HANetf Ltd, as platform sponsor in London, and VBI Holdings Ltd, as distributor of the product in the UAE, in the development of an actively managed global equity ETF managed by Sanlam Investments in the UK. A&L Goodbody worked with the Shariah advisor, Amanie Advisors Limited, to ensure the product was Shariah compliant. To facilitate a range of distribution channels, the ETF was structured to provide for listed (exchange traded) and unlisted share classes. This deal was innovative as this is the world's first Shariah compliant active global equity ETF. In addition, it is one of the first Irish ETFs to include a facility for listed and unlisted share classes, which is a novel feature as this has only recently been possible under the Central Bank's requirements.
Vitruvian Partners, a private equity firm focused on leveraged buyout and growth capital investment in middle-market companies, paid €100m for a c.25% stake in Irish company Carne Group. The investment will support Carne in expanding its asset management support solutions and the rollout of its CORR technology platform, which is already being used to oversee $2 trillion in assets.
Representing the inaugural green financing of any Irish Bank, AIB’s Green Tier 2 Issuance highlighted the bank’s commitment to green initiatives and made further progress in completing the optimisation of AIB’s capital stack by filling AT1 and T2 buckets. In a market with high levels of uncertainty and a difficult issuing environment AIB successfully issued a €1bn, 10.5yr Green Tier 2 capital instrument, callable after 5.5 years, with a fixed rate coupon of 2.875%. This was the largest market transaction conducted by AIB since the onset of the financial crisis. It was also the first green bond issued by an Irish bank, and just the second Green Tier 2 transaction issued by any European bank. The final order book of €2.2bn contained over 150 separate investor orders spread across more than 20 jurisdictions. This was a really strong result in volatile markets and represents a huge endorsement from the investor community of AIBs ambitions to building a sustainable balance sheet.
Bank of Ireland Groups two issuances of Fixed Rate Reset Additional Tier 1 Perpetual Contingent Temporary Write-Down Securities, of €675m in May and €300m in September, have been nominated for an award. The proceeds of the Securities were used for BOIG’s general corporate purposes and also to invest in securities previously issued. The Securities were structured and issued in order to be eligible as Additional Tier 1 Capital of BOIG’s prudential group. The proceeds of the Securities are, therefore, available to absorb any losses of the group in accordance with applicable bank resolution legislation. The conditions of the Securities also included a feature that provided for the relevant rate of interest to be “reset” at intervals of five years.
The Securities, and the associated trust deeds, were governed by Irish law. The transactions therefore join a growing number of high- profile Irish-law governed debt issuances. The first issuance was the first AT1 debt issuance by a European issuer following the disruption caused to markets by the arrival of the COVID-19 pandemic in Europe. The success of this and other recent Irish law transactions should pave the way for future similar transactions and strengthen the position of Irish law as an increasingly attractive alternative for issuers.
A joint venture of 12 European banks supported the investment by IBM to acquire a 6.84% stake in we.trade innovation DAC, which has developed a blockchain platform for trade finance. The transaction enabled we.trade and IBM to further develop their relationship and to continue to develop the technology used by the we.trade business. The joint venture partners are: Caixa Bank, Deutsche Bank, Erste Group, HSBC, KBC, Nordea, BPCE, Societe Generale, Rabobank, Santander, Societe Generale, UBS, and Unicredit.
We.trade is a one of a kind digital platform developed by the banks together with IBM that harnesses distributed ledger technology for managing, tracking and protecting trade transactions between SMEs. The platform links the parties involved in trade (the buyer, buyer’s bank, seller, seller’s bank and transporter) and registers the entire trade process, from order to payment, displaying it in an at-a-glance, user-friendly interface, and guaranteeing automatic payment when all contractual agreements have been met. The platform will be fully automated and available 24/7, making the order-to-payments process quicker than the traditional exchange of documents.
Santander Consumer Bank’s securitisation involved the issue of €400.7m of asset-backed securities. SC Austria Auto Finance 2020-1 DAC issued €400.7m Floating Rate Secured Notes due December 2035 at 100 per cent of their issue price and bearing interest at a rate of One-month Euribor plus a margin of 0.7 per cent subject to a floor of 0 per cent. This was Santander Consumer Bank in Austria’s its first publicly listed and rated securitisation, representing one of the largest of such transactions to have been closed in the Austrian market. DLA Piper Ireland advised and also acted as listing agent.
The pool of receivables comprises Austrian auto loans, inclusive of balloon portions, granted to private and commercial customers and the transaction has a revolving period of up to three years. The notes were admitted to the Official List and for trading on the Global Exchange Market of Euronext Dublin and the notes were structured to satisfy the requirements for Eurosystem eligibility.
Key Capital advised the shareholders of Centaur Fund Services, a provider of fund administration and regulatory services, in a transaction with San Francisco headquartered growth equity investor FTV Capital.
The transaction met several objectives for Centaur. It raised growth capital for the business, provided a liquidity event for an existing institutional shareholder, brought the next level of management into the equity, provided additional firepower for strategic M&A and found a private equity partner that would be strategically accretive to the business.
Through running a comprehensive sale process and focusing on private equity investors with deal experience in the sector, the shareholders were able to find the right partner in FTV Capital and structure the deal to achieve all of their stated goals.
The deal also allows Centaur to capitalise on the favourable industry trends within the fund services sector.
BlueSnap Payment Services Ireland is a subsidiary of BlueSnap Inc., a global online payments technology company. Its All-In-One Platform allows merchants to make use of its proprietary “Intelligence Payment Routing” technology to recognise a card’s issuing country and local acquiring bank. BlueSnap Inc. offers access to 100 payment types, including e-Wallets, fraud prevention tools and detailed analytics.
BlueSnap prepared a very detailed authorisation application to the Central Bank. One novel aspect of deal was structuring of the arrangements required to successfully transfer EU merchants from BlueSnap Inc's UK subsidiary to BlueSnap so that those merchants could continue to seamlessly receive payment services following the UK's departure from the EU.
The refinancing of Greencoat Renewables RFC was a very significantly sized transaction in the renewables sector, involving the refinancing of an existing large RFC coupled with a series of new term loans. The security and covenants structure was designed to facilitate the borrower's acquisitive business model, to facilitate accelerated growth of NAV in the future.
auxmoney, engaged in an M&A / financial services transaction which amounted to one of the largest fintech funding rounds in the Eurozone in 2020. auxmoney is one of the largest credit marketplaces in Europe and intends to become one of Europe's leading digital credit providers. The deal involved an investment of €150m growth capital. The round was financed by investment firm Centerbridge. In addition to the capital increase, Centerbridge acquired shares from certain existing shareholders to become the majority shareholder of auxmoney. Existing VC investors such as Index Ventures, Union Square Ventures and Foundation Capital have stayed on board.
STANLIB Multi-Manager Africa Private Assets Fund, as a sub-fund of STANLIB Investments ICAV, is a QIAIF authorised by the CBI with a unique purpose. It was established to funnel investments into funds that are managed by female African portfolio managers or to asset managers that are female-owned. The sub-fund was established in collaboration with the Standard Bank Group and MiDA Advisors with the aim of creating a sustainable investment platform to grow the number of women asset managers on the African continent. Initially the sub-fund will invest in established women managers within listed and private debt markets with a proven track record as lead or co-investment managers. In the next phase it will extend its mandate to include women managers in private equity investments and in the final phase it will include the incubation of women-owned asset managers on the continent.
Tramontana’s innovative Carbon ABS Programme has seen significant uptake from investors looking to gain exposure to ESG and Energy Transition assets. In 2020 alone, Tramontana successfully issued in excess of a billion Euros of Carbon ABS across multiple series and maturities. This innovative Carbon ABS programme was established to repackage Carbon Assets to meet the growing investor demand for sustainable investment opportunities and ESG investments.
Franklin LibertyShares ICAV was introduced with two exchange traded sub-funds, the Franklin S&P 500 Paris Aligned Climate UCITS ETF and the Franklin STOXX Europe 600 Paris Aligned Climate UCITS ETF. Both are specifically designed to assist investors in providing investment exposure to key markets combined with lower carbon investment goals through meeting the requirements of the Paris Agreement and were the first Irish domiciled funds to be so aligned. In developing the Funds into products which investors can use to achieve their own sustainable investment obligations and goals while maintaining the broad market exposure that they seek, the key challenges were designing the products in such a way as to ensure compliance with the detailed and evidence based requirements of the Regulations and conveying these obligations and the Funds’ compliance to investors in an accessible manner. The approval and launch of the funds once again highlight Ireland’s role as the European domicile of choice for ETFs and, particularly, for innovative ETFs.