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CAPITAL
Third party AIFMs are here to stay
RAIF, the new AIFMD-compliant vehicle
#7
QUILVEST EXITS
THE CONVEYOR BELT
Yo! Sushi
The magazine of the Luxembourg Private Equity & Venture Capital Association
1H 2016
Ask KPMG how the
Reserved Alternative Investment Fund
and Limited Partnership could be the answer.
Needafundthatgives
youflexibility?
© 2016 KPMG Luxembourg, Société coopérative, a Luxembourg entity and a member firm
of the KPMG network of independent member firms affiliated with KPMG International
Cooperative (“KPMG International”), a Swiss entity. All rights reserved.
www.kpmg.lu
THE MAGAZINE OF THE LUXEMBOURG
PRIVATE EQUITY & VENTURE CAPITAL
ASSOCIATION
Contributors: Benoît Chéron, Olivier Coekelbergs,
Nathalie Dogniez, Alexandre Dumont,
Jacques Elvinger, Luis Galveias, Dörte Höppner,
Vivien Horvath, Paul Junck, Daniela Klasén-
Martin, Tom Loesch, Emmanuelle Mousel,
Carmen von Nell-Breuning, Alex Reding, Pierre-
Michaël de Waersegger, Pierre Weimerskirch,
Nigel Williams, Jérôme Wittamer, Amanda Yeung.
Conception & coordination: 360Crossmedia
studio@360Crossmedia.com - 35 68 77
Artistic Director: Franck Widling
Cover photo: © DR
Disclaimer : To the fullest extent permissible under applicable
law, LPEA does not accept any responsibility or liability of any
kind, with respect to the accuracy or completeness of the
information and data from this documentation. The information
and data provided in this documentation are for general
information purposes. It is not investment advice nor can it take
account of your own particular circumstances. If you require
any advice, you should contact a financial or other professional
adviser. No material in this documentation is an offer or
solicitation to buy or sell any professional services, financial
products or investments.
5.	 Editorial by Jérôme Wittamer
and Paul Junck
7.	 Luxembourg: New seed fund for ICT
start-ups
8.	Private Equity, what’s next for 2016?
11.	The Reserved Alternative Investment
Fund: A New Luxembourg AIFMD-
compliant vehicle
13.	Roundtable: Third party AIFMs are
here to stay
19.	Solvency II: Challenges and opportunities
for the private equity industry
22.	Yo! Sushi: Quilvest exits the
conveyor belt
26.	Enhancing Investor’s Professional
Standards
29.	Capital Markets Union: from the
shadows to market based finance –
a real opportunity for PE?
30.	Feedback from the US: “Use an AIFM
platform to accelerate your growth in
Europe!”
32.	Private equity in China: waiting out the
storm?
34.	ATOZ TaxTrends – a 360° viewpoint on
tax in Luxembourg
36.	Luxembourg’s growing art scene
38.	New Year’s Event
41.	About LPEA
42.	Events’ Calendar
CONTENT
CAPITAL #7 I 3
LPEA
4 I CAPITAL #7
BOOSTING
LPEA’S VISIBILITY
A
fter rebranding in September
2015, as highlighted in the last
issue of Capital V, LPEA
unveiled its new website and
showcased its first promotional video at
the end of January.
Regarding the website, our new online
platform incorporates the rebranding
from top to bottom and is now better
adapted to the needs of our visitors. Built
with a responsive layout - i.e. navigation
adapted to smartphones, tablets and
PCs - the new website is also more func-
tional, allowing its articles to be more
easily shared over social media, thereby
increasing the association’s communica-
tion reach.
A key innovation of the website is the
“What’s happening” section in which
news articles, publications and videos
are combined to deliver the very latest
updated content. For those visitors look-
ing for something in particular, filters and
a search tool are available to facilitate
the task.
LPEA also presented early 2016 its first
promotional video: “Luxembourg global
private equity and venture capital hub”.
The 90 second production highlights
Luxembourg as a financial centre, its key
selling points attracting the private
equity community, and provides testimo-
nials from some of its players. In sum-
mary, according to one of the featured
testimonials, Luxembourg is the “best
place to be if you are a managing part-
ner of a PE/VC firm”.
Who are we to say anything different?
WATCH
THE VIDEO
DEAR PRIVATE
EQUITY PROFESSIONALS,
P
redicting business developments with any level
of accuracy is already proving more arduous in
2016 than it was at the beginning of 2015.
However, while the draft bill is still warm, we
already anticipate that the RAIF - the reserved alternative
investment fund, will be the most attractive new addition
to Luxembourg’s private equity toolbox in 2016. Once
passed by Parliament, the RAIF will offer new funds
lightening-fast time to market, skipping the formal
regulatory approval process and carving out a whole
new space for private equity operators.
The country’s innovative toolbox has always been a
key driver behind the growth of the financial sector.
This is something we do not expect to change in the
future and at LPEA we are keen to perpetuate and
strengthen the country’s competitiveness within
our sector. By positioning itself as an early
adopter of new regulations issued by
European Institutions and the OECD,
Luxembourg not only demonstrates
its commitment to better regulation,
but the country also claims its market
leading role.
The LPEA roundtable on third-party
AIFMs featured in this issue is a
good example of such dynamics
at work.
We trust you will enjoy reading
our latest issue!
Jérôme Wittamer, Chairman
Paul Junck, Managing Director
Luxembourg Private Equity
 Venture Capital Association
©360Crossmedia/LPEA
EDITORIAL
CAPITAL #7 I 5
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NEWS
CAPITAL #7 I 7
©MECO
NEW SEED FUND
FOR ICT START-UPS
I
n order to provide a suitable frame-
work for creating and developing new
innovative businesses, the Ministry of
the Economy has decided, as part of
“Digital Lëtzebuerg”, to set up an ecosys-
tem in line with the needs of start-ups in
the sector of information and communica-
tion technologies (ICT), particularly with
regard to the financing of such busi-
nesses during their initial and start-up
stages.
On 14 December 2015, Deputy Prime
Minister and Minister of the Economy
Étienne Schneider and the representa-
tives of seven other investors signed a
letter of commitment to constitute a seed
fund. The signatories have agreed to
gather public and private funds amount-
ing to 19.2 million euros to create such a
structure for financing new innovative
high-tech businesses in the ICT sector.
The main but not exclusive aim of the fund
will be to make venture capital invest-
ments in projects which have reached the
proof of concept stage in fields such as
cybersecurity, fintech, big data, digital
health, telecommunications and satellite
services, and the “Internet of things”. To
facilitate the transfer of new technologies
resulting from public-funded research,
particularly that carried out by the
University of Luxembourg’s
Interdisciplinary Centre for Security,
Reliability and Trust (SnT), a further aim of
the seed fund is to invest in promising
spin-offs in order to generate as much
beneficial economic impact in the Grand
Duchy as possible. This move is a further
step in increasing the Grand Duchy’s vis-
ibility as a hub for launching new innova-
tive activities in one of the key sectors in
the country’s economy.
The seed fund, to be operational from
early 2016, will be managed by a team of
specialists with the necessary competen-
cies for identifying and selecting projects
for innovative businesses with substantial
development potential in the Grand
Duchy. The future “ICT Seed Fund”, which
will be set up shortly, has been developed
as part of a partnership between the pub-
lic and private sectors involving well-
known players in economic and financial
circles. The stakeholders involved in the
Fund will be (in alphabetical order): Arendt
 Medernach, Banque Internationale à
Luxembourg SA (BIL), High Capital (BHS
Services), Luxembourg State, POST
Capital, Proximus, SES, and SNCI (Société
Nationale de Crédit et d’Investissement).
From left to right: Guy Harles (Arendt  Medernach); Marco Houwen,
(High Capital); Hugues Delcourt (BIL); Étienne Schneider (Minister of
the Economy); Claude Strasser (POST Capital); Koen Van Parys
(Proximus); Patrick Nickels (SNCI); Karim Michel Sabbagh (SES).
Luxembourg
OVERVIEW
8 I CAPITAL #7
PRIVATE EQUITY,
WHAT’S NEXT
FOR 2016?
MA ACTIVITY HAS JUST HIT A
RECORD
The record pace of MA in 2015 contin-
ued through November, with the highest
ever monthly value recorded (US$576b
excluding real estate asset acquisitions).
This has helped push 2015 beyond 2007
to become the biggest year for MA on
record, with US$4.17t already spent on
acquisitions at the end of November
2015 compared with US$4.13t in full year
2007. The major deal in November was
the US$160b tie-up between Pfizer and
Allergan. This is the second-largest deal
of all time. It was also the largest tie-up
ever in the life sciences sector.
The availability of funding for MA is
robust, with non-financial corporations in
the SP Global BMI index currently hold-
ing over US$5.4t in cash and equiva-
lents. The key drivers of MA in 2015
look set to persist in 2016. Low economic
growth, disruptive challenges to core
business models, geographic monetary
policy divergence and continuing pres-
sure from investors should spur compa-
nies into protecting revenues and market
share, while also seeking to boost mar-
gins and profitability.
IPO, AN OPTION
The global IPO activity saw mixed results
in November 2015. The proceeds
remained steady year on year with
November witnessing seven US$1b+
deals, the most in any month since June
2014. This surge in mega-deals was led
by Japan, which accounted for three
such deals. However, overall deal vol-
ume remains low due to weak IPO activ-
ity in the US, with several companies
opting for alternative financing options,
and in Greater China, due to the earlier
suspension of IPOs on mainland
exchanges.
The global IPO activity should gain
strength in early 2016, as we continue to
see a healthy pipeline of candidates
planning to list on major exchanges
around the world, from a broad range of
sectors. Also, companies are increas-
ingly adopting multi-track strategies —
considering MA and trade sales
alongside an IPO — underscoring the
gap between volatile financial markets
and a booming MA and private funding
market.
The outlook for European IPOs looks
promising for 2016, as the Eurozone
recovery is expected to continue to
build. The US is expected to account for
a large portion of global IPO volume dur-
ing 2016, due to steady economic
growth and resilience in the equity mar-
kets. There is a robust pipeline of com-
panies waiting to go public, but with
investors becoming wary of high valua-
tions, companies will need to judge their
pricing strategies carefully. Also, many
IPO candidates are getting better offers
from potential acquirers, including stra-
tegic rivals and financial firms, and are
opting for sales and mergers rather than
going public.
FUND-RAISING AND “SHADOW
CAPITAL”
Year-to-date, fund-raising has
decreased 10% to US$392.5b from last
year on fewer final closes. (583 vs. 726).
However, as many firms held final closes
on December 31, the year is nonetheless
on track to match last year’s robust
totals. Pension funds and other investors
continue to reduce the number of PE
ALTHOUGH THE FULL STATISTICS ARE NOT
AVAILABLE YET, IT IS ALREADY ABUNDANTLY CLEAR
THAT 2015 HAS BEEN A GREAT YEAR FOR THE
PRIVATE EQUITY INDUSTRY. IN AN ECONOMIC
ENVIRONMENT WHERE THE US CONTINUES TO
GATHER MOMENTUM WHILE THE EUROZONE
RECOVERY REMAINS FRAGILE, WHAT DOES 2016
HOLD IN STORE FOR US? CAN WE EXPECT
ANOTHER PROSPEROUS YEAR FOR THE INDUSTRY?
GP GP
CAPITAL #7 I 9
relationships they manage, partly to
reduce cost. PE dry powder has been
flat this year, as PE firms patiently wait for
valuations to come down. Buyout dry
powder at the end of November rose 3%
to US$482.8b from last year and it does
not include the so-called “shadow capi-
tal” coming from co-investment schemes
or managed accounts.
New PE firms were created at a faster
rate in 2015 than in any prior year, even
if many industry observers see a shake-
out likely to take place over the next dec-
ade as state pension funds, as well as
sovereign wealth funds continue to cut
back on the number of relationships they
manage. One should not underestimate
the new potential shadow capital brings
to Private Equity firms.
ACQUISITIONS, FOCUSING ON
KEY SECTORS AND
OPPORTUNITIES
Technology has been the most active
sector for PE in 2015. Technology has an
industry share of 18% of total announced
investment through November 30, aided
by demand for subsectors such as
health care IT and new methods related
to payment services.
PE investors may have the upper hand
when MA deals start flowing in the
energy sector because it is known for
long-term investments. Other potential
investors may not be willing to wait at
least five years for potential returns on
investments.
While shareholder activism hasn’t played
a huge role in PE to date, there are
opportunities for the industry because
these activists may be able to uncover
assets that firms could be interested in.
PE can step in and provide its expertise
on process improvement when share-
holders are demanding operational
changes. PE can leverage its network of
contacts in instances where activist are
calling for management changes.
EXITS, A QUESTION OF PRICING
Weaker activity in EMEA and Asia con-
tributed to the 18% decrease in deal
value for PE-backed MA exits in
November. Year to date is down 12%.
The Americas posted improved deal
value growth, but didn’t make up for the
combined decrease reported for both
EMEA and Asia-Pacific. PE-backed IPO
deal value for November fell 15% to
US$5b from a year ago.
The number of PE-backed IPOs that
were pulled has reached 24 through
mid-November and we will likely see
more because current market conditions
are a growing concern. The much antici-
pated rise in interest rates and rising
volatility in global stock markets are mak-
ing some nervous about the high valua-
tions attached to many companies that
are looking to go public.
OVERALL, THE OUTLOOK IS
PROMISING, BUT ONE SHOULD
STAY PRUDENT AND FOCUSED
The few positive signs observed in the
economic environment, the availability of
capital, the currently available cheap
financing conditions and the appetite of
large corporations for acquisitions set
the scene for a good vintage for the
Private Equity industry in 2016. One
should however not ignore the currently
high level of the transaction multiples
and the implicit limit it might bring to
future returns, the diverse rates of the
economic recovery around the world
and the effect that an increase in interest
rates might have. In such an environ-
ment, a prudent approach in investment
selection and a focus on value creation
will be key to turn 2016 into another year
of success.
By Olivier
Coekelbergs,
Vice-President of
LPEA
©DR
“New PE firms were created
at a faster rate in 2015
than in any prior year.”
GP GP GP
©DR
©2016EYGMLimited.AllRightsReserved.EDnone
Disruption causes
seismic shift for
private equity
EY’s 2016 Global Private Equity Fund and Investor
Survey looks at the current challenges and
landscape of today’s private equity arena.
ey.com/lu/PEsurvey
NEWS
A NEW LUXEMBOURG AIFMD-COMPLIANT VEHICLE
THE RESERVED
ALTERNATIVE
INVESTMENT FUND
O
n 14 December 2015, a bill of
law was deposited with
Luxembourg Parliament to
introduce a new type of
Luxembourg investment vehicle named
“Reserved Alternative Investment Fund”,
in short “RAIF”.
The introduction of the RAIF regime seeks
to widen the range of investment vehicles
available in Luxembourg offering a new
option to the initiators of Luxembourg AIF
projects, including PE firms.
The creation, launch, documentation,
activities and termination of the RAIF will
not be subject to the approval of or any
supervision by the CSSF, but will still enjoy
all the structuring flexibility from which
(CSSF approved and supervised)
Luxembourg funds benefit.
In order to be eligible for this new regime,
the RAIF will have to be an Alternative
Investment Fund (“AIF”) managed by an
authorised Alternative Investment Fund
Manager (“AIFM”), both within the mean-
ing of the AIFMD. The AIFM may be estab-
lished in Luxembourg, in another Member
State of the European Union or even, once
the AIFMD passport is available to third
countries, in a third country in accordance
with the provisions of the AIFMD.
Due to the necessity for the RAIF to be
managed by an authorised AIFM, it will be
indirectly supervised through the pruden-
tial supervision exercised by the compe-
tent authority of its AIFM. For the same
reason, the RAIF will benefit from the
European passport granted by the AIFMD
for marketing to professional investors in
the EU.
The other features of this new Luxembourg
investment vehicle are substantially identi-
cal to those of the specialised investment
fund (“SIF”) and the RAIF Law has there-
fore been drafted drawing heavily from
the text of the SIF Law.
Notably, the RAIF Law provides for vari-
ous legal forms (corporate and contrac-
tual) which are available for setting up a
RAIF. Among the corporate forms availa-
ble for establishing a RAIF, the special
limited partnership (“SLP”) (société en
commandite spéciale) is likely to be
favoured for private equity investments.
The key characteristic which distinguishes
the SLP from other corporate forms is that
it has no legal personality and allows for
maximum flexibility and freedom in the
partnership rules.
The RAIF Law does not contain any limita-
tion as regards eligible assets or invest-
ment policies, it provides for the possibility
to have multiple compartments and multi-
ple classes as well as for flexible subscrip-
tion, redemption and distribution features
as well as other flexible exit strategies .
The main differences between the RAIF
Law and the SIF Law result from the fact
that all references to the role and mission
of the CSSF found in the SIF Law have
been excluded from the RAIF Law.
However, certain mechanisms have been
introduced to ensure compliance with the
law, particularly by the AIF’s management
body.
The RAIF Law also innovates as regards
the tax regime in that RAIFs will normally
be subject to the taxe d’abonnement
regime at 0.01% (or nil rate in certain cir-
cumstances) but if a RAIF set up under
the form of a limited company states in its
constitutional documents that it invests
solely in securities representing risk capi-
tal it can adopt a tax regime identical to
the one currently applicable to SICARs .
Also, in the latter case, the RAIF will not
need to spread the investment risk and
therefore no diversification requirement
will apply.
The RAIF should become a vehicle of
choice for PE firms looking to combine
contractual freedom and short time-to-
market, together with both the protection
of the AIFMD framework and the RAIF
Law, and the marketability of an invest-
ment vehicle benefiting from an EU
passport.
Considering the usual duration of the leg-
islative process for adopting a law such
as the RAIF Law, it can reasonably be
expected that the new regime will be
available over the course of Q2 in 2016.
1. Bill of Law N° 6929 (“RAIF Law”) is available on
the website of the Luxembourg Parliament. An
unofficial English translation of the draft text of the
RAIF Law is available on the website www.ehp.lu
(Legal Topics Section).
2. For further information, please see our RAIF
memorandum on the website www.ehp.lu (Legal
Topics Section).
3. Investment companies in risk capital governed
by the amended law of 15 June 2004
CAPITAL #7 I 11
By Jacques
Elvinger,
Elvinger Hoss
Prussen
©DR
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At Orangefield, we know the Fund business
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ROUNDTABLE
CAPITAL #7 I 13
THIRD PARTY
AIFMS ARE
HERE TO STAY
THIRD-PARTY AIFMS ARE A NEW TYPE OF ENTITY WHICH HAS EMERGED
AS A RESULT OF THE INTRODUCTION OF THE ALTERNATIVE INVESTMENT
FUND MANAGERS DIRECTIVE (AIFMD) IN THE EU/EEA. SOME AIFMS ARE
ALSO CLASSIFIED AS “SUPER MANCOS” (SUPER MANAGEMENT COMPANIES),
NOTABLY THOSE USING THE SAME LEGAL ENTITY TO CONSOLIDATE
OPERATIONS FOR BOTH UCITS FUNDS AND AIFMD-COMPLIANT FUNDS.
U
sing a third-party AIFM, a fund
sponsor that is not itself licenced
as an AIFM, can distribute and
market its funds across the EU/
EEA and beyond, using the passport of
the AIFM. Since the Directive came into
force in 2013, Luxembourg has witnessed
an increase in the number of local players
embracing this new opportunity. LPEA
invited four of these players to a roundta-
ble moderated by a fund manager, to
debate how this “new” opportunity is
changing the fund business.
Benoît Chéron: Who is today the
typical client of a third-party
ManCo solution and where do
they mainly originate from?
Alexandre Dumont: Our primary focus is
on clients who are synergistic with our
parent banking group, notably those who
have been introduced via family offices or
wealth managers. These clients appreci-
ate the added value that an institutional
grade third-party ManCo can provide and
are less price sensitive. We also attract
institutional clients, although they some-
times view the ManCo as a commodity
and are less appreciative of the real
added value that a robust third party AIFM
can offer.
Pierre Weimerskirch: We have a very
strong base of German clients, with the
US market also developing quickly.
Nigel Williams: As for the long term busi-
ness, I see this solution suiting the needs
of a large number of fund sponsors pri-
marily in the US but also in Asia. Many of
these managers do not have an office in
the EU and have no intention of applying
for an AIFM license but will need a solution
to raise money from EU investors. Some
of the clients approaching us previously
had applied for an AIFM license, typically
in the UK, but had withdrawn their appli-
cation, either due to the time it takes or the
lack of internal resources to comply with
all requirements.
Daniela Klasén-Martin: I agree. We
have seen the same trend, specifically
from US. Sometimes people simply don’t
want to invest extra money in a fully-
fledged risk management team.
Appointing a third-party manager to act
as the AIFM, or delegating the risk man-
agement function, is a convenient and
cost-effective solution.
PW: And one must also take into
©DR
WATCH
THE VIDEO
ROUNDTABLE
14 I CAPITAL #7
BC: Is Private Placement still an
option?
PW:ManagersstilllookforPrivatePlacement
buttheyarestartingtorealisethattheyneed
to go for regulated onshore vehicles.
NW: People in offshore jurisdictions still
believe the 20181
deadline for the abolition
of the national private placement rules will
be postponed. However, if you go to
Brussels, and speak with Members of the
European Parliament, you understand
that they do not wish investors/fund spon-
sors to avoid the AIFMD regime. Politicians
are not elected today to be soft on the
financial services industry.
AD: If your marketing strategy is to focus
on certain markets such as the
Netherlands or the UK, the private place-
ment regimes can still provide a possible
distribution solution. However, if you are
targeting a broader distribution land-
scape, you need to have a sustainable
strategy embracing the requirements
under AIFMD. For non-EU domiciled
Managers, this is often achieved through
the creation of co-investment structures in
Europe. This trend will only get bigger as
doubts about the future of National Private
Placement Regimes increases.
BC: What are investors’ main
concerns? Certainly many are
still reluctant.
PW: There is a real demand for this kind
of setup now. Speaking to US managers
2 years ago, they would ask: “do I lose
control?” - to which I had to explain with a
clear “no”. The process is simple: they set
up a GP and the GP appoints a third-party
manager. Given that the third party man-
ager appointment can always be revoked,
the control is always there.
NW: The third-party AIFM does not con-
trol the bank accounts of the AIF. It’s the
general partner of the AIF, owned by the
fund sponsor who controls the money. So,
on one hand, the adviser makes an invest-
ment recommendation, the third-party
AIFM verifies if it matches the offering
memorandum of the fund and it instructs
the GP – the other hand of the same
group, to make the investment and pro-
ceed with the required capital call. The
third-party AIFM never controls the money
which, in my view, is by definition the real
“control”. So, fund sponsors are not giving
up control.
account that many are parallel funds
co-investing with other jurisdictions which
have to be set up within 2-3 months. The
AIFM license alone would take many more
months to obtain.
BC: Does it mean that the client
base is more US dominated?
NW: The biggest space is clearly the US,
notably for the parallel structures.
BC: What do investors look for
when seeking third-party ManCo
solutions?
PW: Clients come for different reasons.
Some simply want be covered by an addi-
tional layer of regulation and stick to their
core business which is managing money,
i.e. identifying deals and managing the
deals. Other clients may be in a situation
in which they are already subject to regu-
lation but do not want to create an addi-
tional setup as an AIFM.
PW: We try to differentiate ourselves by
offering state-of-the-art risk management
services. Investors such as insurance
companies or pension funds need to man-
age their global risk allocation and look for
metrics comparable to the ones that they
already have for traditional assets. That’s
what we are trying to produce and I
believe it’s where Luxembourg should try
to differentiate itself. This is how I think we
can move up the value chain, by providing
different kinds of supporting services.
DKM: The AIFM business model has
developed out of the UCITS ManCo. It is
quite new for the alternatives industry and
is still developing. Three years ago, when
we first started talking about this, people
didn’t think it could work. Now, we see that
Europeans have adopted it as a good
solution and the US will soon come to the
same level of acceptance.
“Appointing a third-party manager
to act as the AIFM […] is a
convenient and cost-effective
solution.”
“The third-party
AIFM is only a
part of the set of
providers that the
fund managers
work with.”
©DR
©DR
©DR
CAPITAL #7 I 15
AD: The third-party ManCo solution offers
flexibility and is relatively easy to imple-
ment with the right partner. The Directive
aims to ensure that Alternative Funds
appoint a regulated AIFM Manager who
barely affects the underlying fund regime.
So, it’s only about interposing a third party
AIFM infrastructure within the existing
operating model. It’s a fairly straightfor-
ward process, entailing the execution of
the AIFM agreement and the amendment
of the offering memorandum and other
agreements to make an existing Fund
AIFMD compliant.
DKM: It is a pragmatic solution. It’s impor-
tant to understand the underlying asset
class and not to disrupt the process that
is already in place.
AD: The major concern we hear from cli-
ents is about being intrusive in their
BENOÎT CHÉRON
(MODERATOR)
CFO, IDI EMERGING
MARKETS (IDI EM)
IDI EM is an independent
growth-capital specialist
in emerging markets,
authorized as an AIFM in
Luxembourg. Since 2004,
IDI EM has raised and
deployed US$ 452m in
order to deliver the best
emerging markets returns
with controlled risks to its
clients through diversified
hybrid funds of funds,
co-investments offerings,
and separately managed
accounts solutions.
NIGEL WILLIAMS
CO- FOUNDER AND
CHAIRMAN, ROYALTON
PARTNERS
Royalton Partners is a
private equity firm
originally investing in
Central and Eastern
Europe. After gaining a
Luxembourg AIFM license
in May 2014 it started
managing funds on a third
party basis for other fund
sponsors, in the areas of
private equity, real estate,
infrastructure and debt.
DANIELA KLASÉN-
MARTIN
MANAGING DIRECTOR,
CRESTBRIDGE
Crestbridge, based in
Jersey, Luxembourg,
London and the Cayman
Islands, is a multi-
jurisdictional, independent
provider of administration,
management and
corporate governance
services. Crestbridge
Management Company
S.A. is a “Super-ManCo”,
with a UCITS and AIFM
license covering a variety
of strategies, mainly real
assets (private equity and
real estate) but also hedge
funds.
PIERRE
WEIMERSKIRCH
CO-FOUNDER,
LUXEMBOURG
INVESTMENT
SOLUTIONS (LIS)
LIS is an independent
“Super-ManCo” which
started out 5 years ago in
the UCITS space and
expanded into the AIF
space in 2013, when the
AIFM licence became
available. The main focus
of LIS is the real asset
classes: namely real
estate, private equity,
infrastructure and debt.
ALEXANDRE DUMONT
CEO, BIL MANAGE
INVEST
BIL Manage Invest is the
independent third-party
management company of
the Banque Internationale
à Luxembourg (BIL)
Group, the oldest private
bank in Luxembourg. BIL
Manage Invest qualifies as
a “SuperManco”,
providing Management
Company services to
UCITS Funds and AIFM
services to Real Estate,
Private Equity,
Infrastructure, Financial
Assets and Hedge Funds.
ROUNDTABLE PARTICIPANTS
“The third party
solution offers
flexibility
and is easy to
implement.”
©DR
© 2016 PricewaterhouseCoopers, Société coopérative. All rights reserved. In this document, “PwC” or “PwC Luxembourg” refers to PricewaterhouseCoopers,
Société coopérative which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. PwC IL cannot
be held liable in any way for the acts or omissions of its member firms.
Luxembourg, your
gateway to global
alternative fund
distribution
With an integrated global network of offices in 157 countries, PwC’s alternatives professionals provide the
comprehensive coverage our clients need to stay at the forefront of industry developments. With more than
13,000 people working in asset management worldwide, we offer unique insights, industry-leading practices and
informed perspectives on market trends to an extensive range of blue-chip companies.
Recognising the global nature of the alternatives industry, PwC offers seamlessly integrated audit, tax and
advisory services, allowing a smooth exchange of information, a carefully coordinated delivery and maximum
efficiency. PwC’s alternatives practice is unsurpassed in terms of its knowledge, experience and dedication to the
industry. Our market share and size, the reputation of our clients and the quality of our services have established
us as the global leaders in our field.
At PwC Luxembourg, our Hedge Funds, Private Equity and Real Estate practices are the three pillars of our
Alternatives practice. Together we help our clients to manage critical issues around UCITS Directives, MA,
AIFMD, MiFID II tax reporting, distribution support and strategies, and many more.
www.pwc.lu/am
Steven Libby
Partner, Asset Management Leader
steven.libby@lu.pwc.com
+352 49 48 48 2116
Vincent Lebrun
Partner, Private Equity Leader
vincent.lebrun@lu.pwc.com
+352 49 48 48 2225
Amaury Evrard
Partner, Real Estate  Infrastructure Leader
amaury.evrard@lu.pwc.com
+352 49 48 48 5751
Fanny Sergent
Partner, Hedge Funds Leader
fanny.sergent@lu.pwc.com
+352 49 48 48 2478
Pierre-André Honnay
Asset Management Marketing Leader
pierre-andre.honnay@lu.pwc.com
+352 49 48 48 6068
Your contacts
ROUNDTABLE
CAPITAL #7 I 17
©DR©DR
business model and to what extent
the third-party AIFM will accept the invest-
ment recommendations of the manager.
Our answer is to staff the AIFM with expe-
rienced portfolio management profes-
sionals who understand the asset classes
that our clients are investing in. Where we
retain the Portfolio Management function
as AIFM, we have built processes, proce-
dures and controls that allow us to
become an unobtrusive but integral part
of the investment process.
BC: Can we see this activity as an
extension of the traditional fund
administration function?
DKM: Definitely not. Until now, clients
were used to dealing with fund adminis-
trators as the main third-party provider,
which could lead our services being seen
as a sub-set of the administration service.
We see the business in a totally different
way, as we are focusing on risk manage-
ment and portfolio management over-
sight, which needs a very different skill
set. There’s a danger that if our service is
perceived only as an add-on service to
fund administration and is sold as an all-in
solution, it is not priced properly.
Considering the responsibilities that come
along with the function, if the risk-reward
ratio is too low it will lead to a lower quality
in the service offered.
BC: Investors delegate
management to a management
team they trust. How do they view
it when the critical function of
fund management is
externalised? Do they carry out
due diligence on you?
PW: The third-party AIFM is only a part of
the set of providers that the fund manag-
ers work with: administrators, the adviser/
management teams, the depositaries, etc.
The fact of being externalised doesn’t
make a big difference to the investor.
What they want is to have a solid platform
and a cost structure that they can afford.
NW: That’s a good point, but we also see
that demand is investor driven. For some
EU member states, such as France and for
certain types of German investors, an AIFM
compliant structure is a requirement.
BC: I assume that the business
also comes with considerable
responsibility and potential
liabilities. Is it the case?
AD: The portfolio management function
comes with responsibility for the invest-
ment decision making process and there-
fore, with certain potential liabilities if
things turn sour. Whilst some may con-
sider their role as purely oversight of an
administrative process, I believe that it’s
important for the AIFM to be involved fully
in the investment process.
NW: A considerable source of risk is valu-
ation if AIFMs do not have appropriate
insurance cover. Infrastructure and real
estate AIFs are usually externally valued
but most buyout funds have done their
valuations in-house. From a legal per-
spective, one may consider that outsourc-
ing to a global valuation firm may be the
safest solution to avoid liabilities in the
future. The challenge is more relevant with
venture capital funds where valuation
tends to be more volatile. Although, this
only mitigates risk as the AIFM is ultimately
responsible for valuation.
BC: Is Luxembourg a particularly
attractive country for third-party
ManCos?
PW: We have 10 years of real estate and
private equity experience packed into SIF
structures. Luxembourg was therefore
already known prior to the introduction of
the limited partnership. So what I see is
investors’ acceptance of Luxembourg
based AIFs. Other countries now have
products which can eventually be as
good as Luxembourg’s, but the truth is
that we are well known first from the UCITS
world and later from the SIF world.
DKM: We have the experience from the
UCITS third-party ManCo model, which
we have transposed to alternative assets.
We also have a Regulator which is used
to third-party ManCos and service pro-
viders, who already know how to work
with us, which is very important in particu-
lar if you have an open architecture
model.
NW: Our reason to come to Luxembourg
was clearly a result of the introduction of
AIFMD. We understood the motivation
and determination behind the initiative: to
make all possible efforts to bring funds
onshore. And we did so by deciding that
we would need a license to be able to con-
tinue doing business in Central  Eastern
Europe. Once we realised the potential of
the third-party solution, we saw that we
really couldn’t do this from any other
place. Here you have a government com-
mitted to AIFMD being a success, no VAT
on management fees and a limited part-
nership structure which is totally analo-
gous to a partnership in Delaware,
Cayman, Guernsey and Jersey. You can
create parallel funds which have partner-
ship agreements that mirror of each other.
Overall, I think there is a dynamic space
and a big chance for Luxembourg to
develop this business.
1. The life expectancy of the private placement
regimes is estimated at 5 years following the entry
into force of the AIFMD (i.e. July 2018).
“Once we realised the potential of
the third-party solution, we saw
really we couldn’t do this from any
other place.”
REGULATORY
CAPITAL #7 I 19
BACKGROUND
On 1st January 2016, the provisions of the
amended directive 2009/138/EC of the
European Parliament and the Council of
25 November 2009 on the taking-up and
pursuit of the business of Insurance and
Reinsurance (“Solvency II”) became
applicable to insurance and reinsurance
undertakings in Luxembourg1
.
Solvency II recasts the rules that gov-
erned insurance and reinsurance
undertakings.
It regulated on a risk –based approach,
the asset side of the balance sheets of the
concerned undertakings, rather than, as
was previously the case, the liability side
of the latter.
In summary, the Solvency II regulatory
framework is built around three pillars:
• Pillar 1 includes the rules on how the
solvency capital requirements (“SCR”),
to which insurance and reinsurance
undertakings are subject, are to be
calculated;
• Pillar 2 includes rules on governance
and internal controls;
• Pillar 3 includes disclosure and report-
ing requirements.
IMPACT ON THE PRIVATE
EQUITY INDUSTRY
Whilst the Solvency II regulatory require-
ments target the insurance industry,
which is the obvious subject of the
CHALLENGES
AND OPPORTUNITIES
FOR THE PRIVATE
EQUITY INDUSTRY
Solvency II
©DR
© Allen  Overy 2016. Allen  Overy means Allen  Overy LLP/and or its affiliated undertaking. CS1512_CDD-44048
For further information, please contact Allen  Overy in Luxembourg.
Tél +352 44 44 55 1, infoluxembourg@allenovery.com
Some things just stand out.
Our Luxembourg Asset Management Practice.
Renowned for our innovative thinking, we are well placed to provide our clients
with commercially viable solutions in increasingly regulated international markets.
We cover the full spectrum of the legal, tax and regulatory matters linked to
regulated and unregulated Luxembourg investment vehicles, with extensive
experience in dealing with a range of alternative asset classes.
Our full-service offering allows us to deliver seamless advice when it comes to
the structuring, setting up and ongoing operation of Luxembourg platforms.
Private Equity
Real Assets
Infrastructure
Hedge funds
Debt
allenovery.com
REGULATORY
CAPITAL #7 I 21
©DR
new rules imposed under the direc-
tive, it should be borne in mind that insur-
ance undertakings are institutional
investors that represent a large part of the
overall investments in European private
equity. As a result, the potential impact
that Solvency II may have on the invest-
ments flowing into the private equity
industry should not be underestimated.
The key challenges and opportunities
that Solvency II involves for the private
equity industry in particular are
threefold:
• FLEXIBILITY
Solvency II abandons past rules which
defined a limited number of eligible
assets admissible for investment pur-
poses by providing insurance undertak-
ings with a greater flexibility. As a result,
each insurance company may, in accord-
ance with its own risk policy and the legal
framework applicable to it, decide on its
own in which assets it wishes to invest.
In return for this greater flexibility, insur-
ance undertakings are required to com-
ply with the “prudent person principle”.
Their technical provisions must be
invested in a way that ensures the secu-
rity, quality, liquidity and profitability of the
policyholders’ portfolio as a whole.
Investments must thus be adequately
diversified as well as localised in a way
that ensures their availability.
• CAPITAL CHARGE
Given that the Solvency II capital require-
ments are determined on the basis of a
risk-based approach, each investment
will have a certain cost in the form of a
capital charge. Such capital charge will
mainly depend on the types and charac-
teristics of the immediate assets in which
an insurance undertaking decides to
invest, but also on the underlying assets
of such investments.
In this context, insurance undertakings
can ‘look through’ funds-of funds, or other
multi-tier investment structures. In doing
so, they might identify the ultimate under-
lying investment positions, whereas insuf-
ficient transparency will entail punitive
capital charges.
• EXTENDED REPORTING
The prudent person principle also implies
that insurance undertakings must be able
to properly report on their assets and that
they are able to demonstrate that the data
that they use for such reporting are accu-
rate, complete and appropriate. As a
result, the insurance industry must be
provided with comprehensive and pre-
cise information on the underlying assets
in which their technical provisions are
invested.
CONCLUSION
Solvency II has now become a reality, not
only for the insurance industry, but also
for the private equity and the asset man-
agement industry. Whilst adapting to the
new requirements is certainly a trying
process, the opportunities offered under
the new rules should not be ignored.
Solvency II is still subject to changes and
developments, notably under the impact
of the lobbying efforts of the interested
parties. The recent draft Commission
Delegated Regulation illustrates the evo-
lutionary nature of this process. It aims to
amend the Commission Delegated
Regulation (EU) 2015.35 concerning the
calculation of regulatory capital require-
ments for several categories of assets
held by insurance and reinsurance
undertakings. The amendment seeks to
incentivise investments in infrastructure
by applying a lower risk calibration for this
kind of investments.
1. Solvency II has been implemented into
Luxembourg law through the law of 7 December
2015 on the insurance sector and the Regulation
of the Commissariat aux Assurances N° 15/03
of 7 December 2015 concerning insurance and
reinsurance undertakings.
and Pierre-Michaël
de Waersegger,
Partner, Arendt 
Medernach S.A.
By Emmanuelle
Mousel, Associate,
Arendt 
Medernach S.A.
©DR©DR
COVER STORY
QUILVEST EXITS
THE CONVEYOR
BELT
JAPANESE FOOD, ESPECIALLY SUSHI, ENTERED THE EUROPEAN MARKET
LONG AGO WITH DEDICATED RESTAURANTS NOW AVAILABLE IN NEARLY
EVERY MID-SIZED TOWN. FROM DOWNTOWN SUSHI CORNERS TO HIGH-
STREET AND MICHELIN-STARRED HOTELS, ONE CAN FIND A WIDE VARIETY
OF WESTERNISED SUSHI OFFERINGS WELL ADAPTED TO EUROPEAN TASTES.
O
ne of the first European com-
mercial successes in this field
is clearly YO! Sushi, a
UK-based Japanese fast-cas-
ual restaurant chain founded in London in
1997 by entrepreneur Simon Woodroffe,
one of the original stars of the BBC’s
Dragons’ Den programme. YO! Sushi,
which is known for its conveyor belt sys-
tem and theatre-style kitchens, serves
over six million customers a year through
its 91 restaurants worldwide. These
22 I CAPITAL #7
Yo! Sushi
include 75 company-owned sites across
the UK, four company-owned sites in the
US and 12 franchised restaurants in the
Gulf.
The sushi chain, which has an annual
turnover in excess of £80 million, made
private equity headlines in November
2015 when Luxembourg-based Quilvest
Private Equity successfully sold its con-
trolling stake in YO! Sushi t to Mayfair
Equity Partners for £82m (approximately
€114million). Under Quilvest’s ownership
and stewardship, from 2008 to 2015, YO!
Sushi almost tripled in size and under-
went transformational growth, with net
revenues almost tripling and recording a
compound annual growth rate of 14%
despite the economic crisis. The com-
pany also successfully expanded interna-
tionally, in existing territories such as the
Middle East as well as in new territories
such as Norway, Denmark and more
recently the US, where Quilvest actively
supported YO! Sushi in structuring and
setting up its US expansion strategy,
including the opening of four company-
owned restaurants in Florida and New
Jersey.
YO! Sushi was sold in a competitive auc-
tion process which started in April 2015
and is rumoured to have attracted interest
from other PE firms such as Morgan
Stanley, Mistral Equity, Inflexion Private
Equity and 3i Group.
Quilvest acquired YO! Sushi from PE firm
Primary Capital in March 2008 for an
undisclosed amount, when the company
had approximately 30 restaurants in the
UK.
At the time, the chain was already present
in a number of international locations but
it required the support of a new experi-
enced investor like Quilvest to help drive
its further development and expansion,
both in the UK and abroad. Primary
Capital backed the £10 million manage-
ment buy-out of YO! Sushi in August 2003
out of its second fund, Primary Capital II.
Appetite from private equity firms for
Japanese restaurant chains has been on
the rise with Bain Capital acquiring a
stake in Skylark and Permira in Akindo
Sushiro, both well-established Japanese
chains. The fact that all have intentions
to expand internationally will probably
increase competition on the market and
CAPITAL #7 I 23
©DR
SIMON WOODROFFE,
THE MAN BEHIND “YO!”
Simon Woodroffe dropped school
at the age of 16 and spent most of
his career in the entertainment
business designing and staging
concerts for the likes of Rod
Stewart, Stevie Wonder and
George Michael. He founded YO!
Sushi in 1997, introducing the UK’s
first conveyor belt sushi bar. The
concept turned dining out into a
complete entertainment
experience, featuring call buttons,
robot drinks trolleys and Japanese
TV. The first restaurant opened in
the heart of Soho and became an
overnight phenomenon.
As a “Dragon” on BBC Two’s
worldwide hit programme Dragons’
Den, and due to his entrepreneurial
success, Simon has developed a
strong reputation on the worldwide
public speaking circuit. The
restaurant concept evolved in the
meanwhile to further YO! Brands.
The first YOTEL opened in 2007 as
a solution to “boring and expensive
hotels” and YO! Home is on track to
bring in 2016 the “re-invention of
the city apartment”.
further moves for mergers and acquisi-
tions will certainly be in the menu.
QUILVEST PRIVATE EQUITY
Quilvest Private Equity is the private
equity arm of the Quilvest Group, a lead-
ing, global, independent wealth man-
ager and private equity investor, with a
presence in Europe, the Americas, Asia
and the Middle East.
Since 1972, Quilvest Private Equity
invests and accompanies private small
and medium sized companies in their
strategic development over the long
term. With a team of nearly 100 profes-
sionals investing both directly into com-
panies and in funds and a global footprint
(in Luxembourg, Paris, New York,
London, Hong Kong and Dubai), Quilvest
Private Equity manages approximately
€4.4 billion of assets.
The private equity house is an
Backed by Banque Internationale à Luxembourg (BIL), BIL Manage
Invest (BMI) is a leading third party management company
specialized in the structuring, set-up and ongoing management
of traditional and alternative investment funds.
Operating in an open architecture environment, BMI provides its
clients with a single point of contact in Luxembourg through
which to manage their investment fund structures in full
compliance with the relevant directives and regulations.
• Fund structuring and set-up
• Portfolio management across different asset classes
• Risk management and investment restriction monitoring
• Initial and ongoing due diligence
• Product Management and oversight of the service providers
• Assistance with fund distribution
BMI offers tailor-made fund governance and management
company solutions allowing its institutional clients to focus on
their core business, enhancing their performance and growing
their investor base.
www.bilmanageinvest.com
Tailor-made fund governance and management company solutions
BIL Manage Invest SA - 42 rue de la Vallée - L-2661 Luxembourg - T : (+352) 272 160 9840 - E : stephen.roberts@bilmanageinvest.com
active investor in the restaurant
and hospitality sector. Following its
successful investment in YO! Sushi in
2008, Quilvest became the largest
shareholder in 2011 of Tortilla, a rapidly
growing UK-based chain of Mexican
quick-service restaurants, which has
grown from 7 sites at the time of
Quilvest’s investment to 27 sites in the
UK today. Quilvest Private Equity offers
investment opportunities to its private
and institutional investors on a large
range of direct investments, private
equity and private real estate funds,
CAPITAL #7 I 25
COVER STORY
and through strategic partnerships,
with a total alignment of interests.
QUILVEST GROUP
Held by the same family for seven gen-
erations, Quilvest is an international
financial group born from an industrial
success at the end of the 19th century.
With approximately €34bn of assets
under management, Quilvest is a lead-
ing global independent wealth manager
and private equity investor dedicated to
wealth preservation and generation.
Internationally present with 13 offices in
©DR
10 countries and a team of nearly 400
professionals, Quilvest is an international
group established in all major financial
centers. Quilvest’s sophistication, history
and stability attest to the consistency
and trustworthiness required to manage
the wealth of private investors, families
and institutions alike.
“Under
Quilvest’s
ownership and
stewardship […]
YO! Sushi almost
tripled in size
and underwent
transformational
growth.”
INVEST EUROPE
ENHANCING
INVESTOR’S
PROFESSIONAL
STANDARDS
PRIVATE EQUITY INDUSTRY AFFIRMS
COMMITMENT TO GREATER TRANSPARENCY AND
ACCOUNTABILITY WITH UPDATED PROFESSIONAL
STANDARDS HANDBOOK AND INVESTOR
REPORTING GUIDELINES.
I
nvest Europe’s 2015 Professional
Standards Handbook is the most
comprehensive and up-to-date set of
guidelines for the European private
equity, venture capital and infrastructure
industry. Incorporating the latest Investor
Reporting Guidelines, the standards
raise the bar for fund managers’ trans-
parency with investors and portfolio
companies, integrating responsible
investment considerations throughout
and taking into account the latest
changes in the European regulatory
framework surrounding the industry.
Formerly the European Private Equity
and Venture Capital Association, Invest
Europe has been the guardian of profes-
sional standards for over three decades.
In that period, the industry has grown
into one which backs over 25,000 busi-
nesses, from start-ups to established
firms, employing up to 8 million people
across Europe. The highest operating
and reporting standards are crucial
given the size and significance of
European private equity today, which
represents €545 billion of assets under
management, as well as its pivotal role
in providing healthy returns to Europe’s
savers through pension funds and insur-
ance products.
The Professional Standards Handbook
pulls together the association’s Code of
Conduct, which is mandatory for its
members, and accompanying guidance,
with the revised Invest Europe Investor
Reporting Guidelines and the
International Private Equity and Venture
Capital Valuation Guidelines. Its 2015
update reflects the recent evolution of
regulation as well as market develop-
ments, particularly around responsible
investment practices and investor
demands for greater transparency. The
product of close collaboration between
General Partners, Limited Partners and
industry advisers, it is the culmination of
18 months of tireless work by Invest
Europe’s Professional Standards
Committee (PSC) led by Bill Watson and
Marta Jankovic, and its two main
Working Groups: the Working Group on
Accounting Standards, Valuation and
Reporting, and the Responsible
Investment Roundtable. It also follows
two extensive member consultations
(one at the start of the process and one
at the end) to ensure a true consensus
on the recommendations.
The reason for all this effort is clear. Our
industry is in the spotlight like never before
– and this is the opportunity to shine rather
than shrink. The European Commission
has placed venture capital and private
equity at the heart of its drive to create a
Capital Markets Union that will help
Europe’s growing businesses access
more sources of funding [to grow]. So, we
need to demonstrate how professional
excellence comes as a standard, with
managers integrating responsible invest-
ment considerations into the life cycle of
their funds and the investments that they
make, along with transparent (financial
and non-financial) reporting and competi-
tive returns for investors.
Private equity fees and charges are a
perennial topic of debate, with large
26 I CAPITAL #7
institutional investors around the world
increasingly calling for more clarity on
how carried interest and fees are calcu-
lated. Designed to provide best practice
investor reporting, Invest Europe’s
Professional Standards Handbook sets
out clear guidance for private equity
firms on when and how to report on fees,
carried interest and fund operating
expenses, recognising that commercial
terms need to be clearly set out and
agreed between the GP and LP.
While many private equity firms already
operate this way, outlining this best prac-
tice in the Handbook and Investor
Reporting Guidelines sets the industry
benchmark in Europe and creates an
attractive environment for global investors.
With Europe-wide fund managers and
their investors, as well as industry advis-
ers, creating the Handbook’s standards
together, there is now a cool, calm consen-
sus on what has been a heated debate.
Fee disclosure is not the only area where
improved guidance is provided.
Environmental, social and governance
(ESG) issues have become central to
investors and fund managers over recent
years. Responsible investment is not an
afterthought, nor a box to be ticked, but
rather a way of working that is increas-
ingly ingrained into everyday operations
at private equity firms and their portfolio
companies.
The Handbook mirrors this development
by incorporating ESG considerations
throughout. During fundraising for exam-
ple, the standards emphasise the need
for ESG discussion and disclosure to
allow investors to conduct due diligence
on the GP’s policy and processes, and
identify risks and opportunities within a
fund and its companies. Agreeing the
mechanisms to monitor and ensure com-
pliance over the fund’s life is also an
important part of the commitment pro-
cess. The Handbook also outlines how
to approach ESG when investing in
CAPITAL #7 I 27
©DR
“Our industry is
in the spotlight
like never before
– and this is the
opportunity to
shine rather
than shrink.”
INVEST EUROPE
28 I CAPITAL #7
companies, including tools such as
detailed ESG questionnaires and site
visits to identify risks and opportunities
and the importance of a GP’s investment
analysis covering non-financial informa-
tion such as ESG Key Performance
Indicators (KPIs). Finally, the Handbook
also emphasises the importance of con-
sidering the impact of ESG factors at
exit.
As in the past, Invest Europe’s Code
of Conduct is mandatory for its mem-
bers and remains unchanged from
prior editions. Its six rules are: act
with integrity, keep your promises,
disclose conflicts of interest, act in
fairness, maintain confidentiality,
and do no harm to the industry.
Extending from these basic principles,
the Handbook provides guidance for all
aspects of fund operations, laying out
best practice and recommendations for
fund formation, fundraising, investment,
exit and the sound management of the
fund manager itself.
As the industry is increasingly tightly
regulated, the Handbook also reflects
recent changes in the legislative and
regulatory framework, taking on board
the requirements of, for example, the
Alternative Investment Fund Managers
Directive (AIFMD), which came into force
in 2013. These laws and regulations will
continue to take shape and evolve, and
will have considerable consequences for
the industry. While not a compliance
manual or a detailed guide to these
rules, the Handbook seeks to clarify how
existing standards are best articulated
within an AIFMD and regulatory frame-
work and highlights where its impact is
viewed as particularly important.
There is no doubt that regulation places
a burden on the private equity and ven-
ture capital industry, but it is here to stay
and has its upsides. The fund manage-
ment and marketing passport foreseen
in the AIFMD has the potential to be a
quality stamp for private equity, facilitat-
ing capital-raising from investors in other
European member states and interna-
tionally through, among others, recipro-
cal agreements. It is one of Invest
Europe’s priorities now to make sure the
passport is fairly and consistently imple-
mented and any roadblocks to that free
movement of capital are torn down.
This is all the more essential, given the
importance of the private equity and
venture capital industry to the real econ-
omy. Since 2007 it has invested €350
billion in European companies to drive
growth, jobs and innovation. Over the
last five years, Invest Europe members
have backed about 5,100 companies a
year, 80% of which are small or medium-
sized enterprises – crucial for boosting
the European economy.
The industry’s robust investment record
throughout the financial crisis has reso-
nated with policymakers and investors,
who appreciate private equity’s long-
term approach to investing and its
returns performance. Nonetheless,
investor expectations and regulation are
continually evolving, so this solid – and
regularly updated – set of professional
standards is essential. Invest Europe’s
Professional Standards Handbook helps
to meet these demands and allows the
industry to showcase the characteristics
of its unique business model and the
benefits its investments generate for
Europe.
INVEST EUROPE’S
PROFESSIONAL STANDARDS
COMMITTEE (PSC) LEADERS
Bill Watson,
Professional
Standards
Committee Chair,
Invest Europe
Marta Jankovic,
Professional
Standards
Committee Vice-
Chair, Invest Europe
READ THE
HAND BOOK
By Dörte Höppner -
Chief Executive,
Invest Europe
©DR
©DR©DR
“Environmental, social and
governance (ESG) issues have
become central to investors
and fund managers over
recent years.”
EUROPE
CAPITAL #7 I 29
2015 PINPOINTED A SHIFT IN THE REGULATORY PENDULUM. WHILST WE ARE
STILL IN THE PROCESS OF IMPLEMENTING THE POST-FINANCIAL HEAVY
REFORM AGENDA, THE EUROPEAN COMMISSION IS NOW BLOWING A NEW
WIND WITH THE PUBLICATION OF ITS CAPITAL MARKETS UNION ACTION PLAN
ON SEPTEMBER 30, 2015.
T
his ambitious plan aims at devel-
oping a strong European Capital
Market, with the objectives of
increasing financing options for
the European economy, including SME’s
and infrastructure projects. The plan lists
33 measures that kick off between 2015
and 2017.
Many of these measures are opportuni-
ties for asset managers, who are
expected to play a key role in building the
capital markets union.
These actions run across topics such as:
• Financing start-ups and SME’s (Pan-
European venture capital funds of funds
and multi-country funds, study on tax
incentives for venture capital and busi-
ness angels, loan origination funds,
reports on crowndfunding, pan-Euro-
pean information systems on SME …)
• Make it easier for companies to raise
capital on capital markets (review of
prospectus directive, remove barriers
to SME admission on public markets
and SME Growth Markets, address the
debt-equity bias as part of Common
Consolidated Corporate Tax Base…)
• Investing in long term, infrastruc-
ture and sustainable investment (SII
and CRR calibration for ELTIF’s and
infrastructure, review of the cumulative
impact of the financial reform)
• Fostering retail and institutional
investment (assessment of the pru-
dential treatment of private equity and
privately placed debt in Solvency II,
retail financial services and insurance,
EU retail investment product markets
assessment, European personal pen-
sions, addressing barriers to cross-
border distribution of investment funds)
• Leveraging baking capacity to sup-
port the wider economy (Simple,
transparent and Standardised (STS)
securitisation, framework for covered
bonds)
• Facilitating cross-border investing
(securities ownership rules, insolvency
regime, tax discrimination, WHT…).
Since the publication of the action plan
the European commission has already
made progress on some of these actions
points – consultation on EuVECA regula-
tion review, review of prospectus direc-
tive, call for evidence on the cumulative
impact of financial reform, for instance.
Many more are expected for 2016 and
2017. PE managers shall take note of the
following: proposal for Pan-European
venture capital fund of funds (Q2 2016),
initiative on business insolvency (Q4
2016), study on tax incentive for venture
capital and business angels (2017), ini-
tiative to develop a Pan-European infor-
mation system on SME (2017),
assessment of the prudential treatment
of private equity and privately placed
debt in Solvency II (2018).
The European Commission’s action plan
aims to both reduce and improve regula-
tion. The Commission also demonstrated
willingness to dialogue with the industry,
in order to ensure that the measures
adopted will help build a stronger Capital
Markets Union and ultimately increase
the financing of the real economy. Let’s
seize this opportunity to ensure that the
new framework will be fit for purpose.
FROM THE SHADOWS TO
MARKET BASED FINANCE –
A REAL OPPORTUNITY FOR PE?
Capital Markets Union
WHO BENEFITS FROM CMU
START-UPS
AND SMES:
WIDER ACCESS
TO FUNDING
SAVERS
AND INVESTORS:
MORE
OPPORTUNITIES
TO PUT MONEY
TO WORK
INFRASTRUCTURE
PROJECTS: MORE
INVESTMENT
FLOWS
MEDIUM
AND LARGE
COMPANIES:
ACCESS TO
CROSS-BORDER
INVESTMENT
BANKS: SAFE WAYS
TO LEND TO HOMES
AND BUSINESSES
1.
2.
3.
4.
5.
EUROPE'S
ECONOMY:
MORE DIVERSE
AND
RESILIENT
By Nathalie
Dogniez
Partner, PwC
©DR
ROADSHOW
30 I CAPITAL #7
“USE AN AIFM
PLATFORM TO
ACCELERATE YOUR
GROWTH IN EUROPE!”
I
n November 2015, LPEA held its
Roadshow in New York City. This was
the third time LPEA promoted
Luxembourg as a European hub for
Private Equity in New York. This edition
focused on “Luxembourg, a fund platform
for European Operations”. In line with the
increased level of interest shown by US
managers in relation to Luxembourg fund
structures, the event was very well
attended and attracted more than 100
participants keen to learn about
Luxembourg Fund structuring options.
In the first session, I had the pleasure to
present together with Frédérique
Liffrange from Elvinger Hoss Prussen the
key features of a typical Private Equity
fund platform for US-based Private Equity
houses. In the second session, Marc
Feider from Allen  Overy moderated a
panel which included US-based GPs who
shared their experience relating to
Luxembourg AIFMD compliant fund
structures with the audience. The key
messages from the US GPs were as
follows:
COST AND TIME, BUT ALSO AN
OPPORTUNITY
Implementing the AIFM regulation is not
a straightforward exercise as it requires
reviewing existing organization, pro-
cesses and functions in detail and some-
times involves reshaping these in
accordance with AIFMD requirements. In
some cases where US PE houses have
historically had limited operations in
Europe, they have needed to design new
processes and functions.
While such an exercise inevitably leads to
additional cost and time for the GP, it can
be an opportunity to straighten things out
and identify weaknesses or inefficiencies
in existing organizations and processes.
Once these deficiencies have been diag-
nosed, the GP can set out and rectify the
flaws.
A MORE HARMONIZED
APPROACH
Before the Directive came into play, the
European market was highly fragmented
with each member state having its own
framework for operating in its country. US
GPs saw Europe as a patchwork on dif-
ferent regulations, making it very difficult
to operate in an efficient and streamlined
manner across all Member States
AIFMD has undoubtingly brought a more
standardized approach allowing organi-
zations to operate more efficiently. Not
only does this make the creation of
European-wide technology platform
more feasible, but it points towards the
opportunity to outsource non-core opera-
tions. Essentially, it means that from a
situation where GPs had to implement a
country-based model with each member
state dictating its own rules and princi-
ples, they moved to a single European
based model where processes, organi-
zations and practices can be aligned and
streamlined across the Member States,
bringing a new form of efficiency.
There might be, however, issues for
smaller GPs who struggle to enter.
Smaller managers may find the costs ini-
tially too high. The use of specialized ser-
vice providers is probably a good solution
to tackle this issue.
MARKETING PASSPORTS
The AIFMD allows authorized EU GPs to
raise funds from professional investors
across Member States without having to
comply with the individual requirements
of each country’s national private place-
ment regimes. Following a consultation
period, the European Securities and
Market Authority has published its advice
on extending this “passporting” scheme
to the non-EU managers. It was sug-
gested to managers registered in US that
they could be granted equivalence pro-
vided they meet certain AIFMD require-
ments and obtain a license. The timing for
this to be implemented is still very much
unclear.
Therefore, as of today, the US GPs have
two options if they wish to raise capital
from European professional investors:
1. The GP can establish an AIFM;
2. The GP can opt to use a third party
AIFM.
While large managers with broad expo-
sure to the European market would typi-
cally go for option 1, other managers not
necessarily smaller in size globally, but
Feedback from the US
CAPITAL #7 I 31
with a reduced exposure to the European
market would go for option 2.
THE BIG PICTURE
It is clear that this regulation was not wel-
come by GPs in general, and even more
so by those not so familiar with the
European regulations. There is no doubt
that there are additional costs involved
but the harmonization of the regulation
across the EU does create opportunities
for the industry in Europe to improve
operational efficiency and to raise capital
in a more orderly fashion as was not the
case under the old regime. Some stake-
holders may struggle to keep up, but for
those with adequate resources and an
eye on strategic benefits the directive can
bring, the AIFMD marks a new chapter in
Private Equity in Europe.
Overall, US-based GPs who decided to
implement an AIFMD platform in Europe
highlight that it is not an easy and straight-
forward exercise, especially, when you
have had limited exposure to European
regulations in the past. They are however
unanimous on the benefit AIFMD can
bring. As they say: “The challenge is to
have it up and running. […] Once it is
done, you can leverage it on all your prod-
ucts. […] You only see the benefits once
you have launched your first Fund”.
From what we heard, to minimize the bur-
den and maximize the benefits, the key
points US GPs should consider are:
US-based GPs seeking European cap-
ital should weigh the options availa-
ble. Is it worth waiting for the equivalence
(with uncertainty about timing and the
added regulatory requirements) or should
you use a parallel structure?
Should US-based GPs outsource?
Have they thought about the opportunity
to standardize operations and technology
across Europe? Could they outsource
some on their non-core operations to
focus on building scale across their
European platform?
How could US-based GPs best use the
passporting scheme? Are they thinking
strategically enough about the opportuni-
ties this could bring? Which new fund
distribution skills does their firm need to
acquire? How could they align investors
with specifics products?
LPEA will be returning to New York on
May 25th, with an additional presentation
in Boston expected the day after.
By Olivier Coekelbergs,
Private Equity Leader,
EY Luxembourg
“Implementing an
AIFMD platform is not a
straightforward exercise
but once in place it can be
leveraged in all products.”
©DR
“Sharing the experience: first person testimonials” session at the LPEA
roadshow in New York of November 2015. From left to right: Jérôme
Wittamer (LPEA), Stephen Swanson (Alliance Bernstein), Janine Diljohn
(HQ Capital Private Equity LLC) and Marc Feider (Allen  Overy).
COUNTRY PROFILE
32 I CAPITAL #7
WAITING OUT
THE STORM?
C
hina is the world’s second larg-
est economy and accounts for
one third of global growth. Its
increasing importance as a key
driver of the world’s economic growth has
been one of the defining global macro
trends of the last decade. The past few
months, however, saw macroeconomic
headwinds emerge as China sought to
continue its shift from its export-led roots
to a more balanced consumption driven
model. Slowing growth rates, a recent
extreme volatility in China’s public equity
markets, as well as the Renminbi’s deval-
uation, have challenged the market and
the operating environment for private
equity.
From an investment perspective, the cur-
rent market conditions have had little
impact so far: from Q1 to Q3 2015,
Private Equity fund managers deployed
EUR 9.9bn and completed 413 deals in
China, on par with capital invested and
exceeding the number of deals during
the same period in the prior year. The
most active PE dealmakers in China
included IDG Capital Partners, CDH
Investments as well as Junlian. Valuations
across a number of industries declined,
providing PE firms with attractive entry
points for investments. Fundraising in
China, which has been slow throughout
2015, dropped by 41% year-on-year as
of Q3. However, a handful of ambitious
funds were launched targeting EUR 1bn.
On the exit side, opportunities decreased
significantly in the past few months. Only
three PE-backed IPOs were recorded in
Q3 2015, a huge drop from the 22
recorded in Q2. The temporary ban on
Chinese IPOs, the challenges of listing
overseas and the lack of trading plat-
forms required for MA transactions have
put the market under pressure.
Private equity in China
CAPITAL #7 I 33
While significant macro challenges
remain, many observers expect that
ongoing reforms will help China pave the
way for sustainable, albeit lower, growth.
Indeed, many of the reforms put in place
already brought greater clarity to the
shape of industry oversight, putting an
end to some of the ambiguity that has
characterized PE oversight for several
years. Perhaps more importantly, new
regulations effectively increased the
potential universe of investible compa-
nies for both domestic and offshore PE
firms. One such reform streamlined the
notification and approval process for
cross-border investments, promising to
increase the competitiveness of out-
bound bids. In July 2014, the Chinese PE
firm Hony Capital acquired a majority-
stake in UK-based PizzaExpress. The
secondary buyout valued at EUR 1.1bn
and has represented so far the largest
acquisition of a foreign company by a
Chinese PE firm to date, though almost
certainly not the last.
Recently, the central government initiated
a series of policies to develop the indus-
try, with the launch of the EUR 7.5bn Silk
Road Funds, EUR 5bn National Emerging
Industrial Venture Capital Leading Funds
and EUR 36bn National Insurance
Investment Funds. Moreover, local gov-
ernments like Beijing, Shandong, and
Xiamen are actively promoting the devel-
opment of the private equity industry. The
implementation of the Internationalization
of RMB and the ‘Go Global Strategy of
Chinese Enterprises’ have created a bet-
ter environment for the collaboration
between local and international private
equity industries.
Over the past few years, more and more
investors have realized the benefits of
equity financing, especially for the large
number of SMEs and start-ups in China.
A growing number of people have started
to work in the industry and will gradually
understand the advantages of operating
private equity. In the meantime, the pro-
motion of entrepreneurship, innovation
and the PPP investment models will
attract large numbers of investors to put
venture capital, private equity, MA and
funds of funds into practice.
In order to liberalize the capital market
and to encourage the internationalization
of the Renminbi currency, the Chinese
government has launched a series of
cross border programs. Key programs
impacting private equity players include:
• Qualified Domestic Investment Entity
(QDIE) program which allows Chinese
investors to invest in private equity, real
estate, equities, bonds and derivative
markets overseas;
• Qualified Foreign Limited Partner
(QFLP) program which allows foreign-
invested private equity funds and fund
management companies to raise for-
eign currency funds offshore and con-
vert their foreign currency capital into
RMB in order to invest in the Chinese
market;
• Renminbi Qualified Foreign Limited
Partner (RQFLP) which is effectively an
extension of the QFLP and permits qual-
ified foreign-invested private equity
funds to use offshore Renminbi (as
opposed to foreign currency).
Interest in China remains high for private
equity firms. Low PE penetration relative
to developed markets, a significant
financing gap for small and medium busi-
nesses, and the continued growth of the
country’s middle class will all provide sig-
nificant tailwinds for PE investors over the
coming years. Firms continue to raise
new funds, and significant deals continue
to occur. China remains rife with opportu-
nity. The challenge, as always, lies in
identifying those opportunities. PE firms
with well-defined and well-articulated
strategies predicated on adding lasting
and tangible value will be those that ben-
efit most from China’s new direction.
HOW ABOUT LUXEMBOURG?
Diplomatic relations between
Luxembourg and China were
established in November 1972, but
ties go back more than a century ago,
when Luxembourgish steel engineers
went to China. Today China is
Luxembourg’s largest trading partner
in Asia, and the Grand Duchy is its
largest foreign investment destination
in the EU. Today the Chinese
presence in Luxembourg includes six
largest banks, mostly with their
European headquarters, asset
managers, but also companies in non-
financial areas such as logistics,
automotive and space technology.
“Interest in
China remains
high for private
equity firms.”
and Carmen von
Nell-Breuning,
Senior Manager,
EY Luxembourg
By Amanda Yeung,
Director,
EY Luxembourg
©DR©DR
©DR
TAX
34 I CAPITAL #7
A 360° VIEWPOINT
ON TAX IN LUXEMBOURG
IN NOVEMBER OF LAST YEAR, ATOZ, THE LUXEMBOURG BASED TAX ADVISORY
FIRM PRESENTED THE RESULTS OF A SURVEY CONDUCTED IN PARTNERSHIP
WITH QUEST MARKET RESEARCH. THE SURVEY, ATOZ TAXTRENDS 2015,
ASKED 300 DECISION MAKERS AND 1000 HOUSEHOLDS ABOUT TAX IN THE
GRAND DUCHY. THE SURVEY RESULTS PROVIDE SOME INTERESTING INSIGHT
INTO HOW THE BUSINESS WORLD AND PRIVATE CITIZENS VIEW THEIR FISCAL
ENVIRONMENT IN THIS CURRENT CLIMATE OF CHANGE AND UNCERTAINTY
FOR TAX POLICY IN LUXEMBOURG AND ABROAD.
INFORMATION GAPS
Many countries in the EU compete with
each other and market themselves, more or
lesssuccessfully,asidealplacestodobusi-
ness. Luxembourg, like Ireland and the UK,
is well-known for its business friendly envi-
ronment and advantageous business tax
system. However, the survey shows that
decision makers rate Ireland business
friendlyat77%andtheUKbusinessfriendly
at 60% while at the same time admitting to
have little knowledge about the respective
tax systems in these countries. Only 15% of
decision makers would say that they know
the Irish system well or very well, while 17%
say the same for the UK. This gap between
knowledge and perception seems to say
thatevenwithoutathoroughunderstanding
of taxation systems, decision makers have
preconceived ideas as to which countries
are best for businesses. Luxembourg can
take note: a business-friendly image, inter-
nationally, is a valuable asset.
THE LUXEMBOURG TAX
ENVIRONMENT
Sixty-nine percent of decision makers con-
sider Luxembourg to be a business friendly
country. On the whole, Luxembourg is
seen by those who know it best as busi-
ness friendly. However, in order to gain a
deeper understanding of how the
Luxembourg taxation system serves as a
factor in creating business friendliness,
decision makers were asked specifically
about tax predictability and their relation-
ships with the tax authorities. Luxembourg
decision makers see their tax environment
rather positively, with half reporting good
or very good relationships with the tax
authorities and over half (60.4%) rating tax
predictability as good or very good. These
results are an illustration of a tax environ-
ment in which businesses can benefit from
both a high-level of certainly regarding
their tax bill and a reassurance that their
exchanges with the tax authorities will not
become problematic. This is a great USP
for Luxembourg, and care should be taken
not to let the numbers slip.
DIVERGENT OPINIONS
A comparison of the responses of
Luxembourg households and those of
decision makers leads to some thought-
provoking conclusions. In short, as illus-
trated in the figures, these two groups are
rarely on the same page regarding taxa-
tion. Regarding Luxembourg’s competi-
tiveness, decision makers rated the tax
environment as the most important factor
while households put it in 5th place, prefer-
ring social and political stability. When
asked about where the focus of tax initia-
tives should lie, decision makers were far
more concerned with attracting foreign
investments, while one-third of households
believed that tax initiatives should encour-
age job creation. It is evident that these two
groups could benefit from enhanced com-
munication. Households need to under-
stand that often, job creation is a direct
consequence of increased levels of foreign
investment, whereas decision makers
could be more attune to the priorities of
Luxembourg households and consider job
creation alongside profitability for their
businesses.
CONCLUSION
These survey results come at an important
time for all industry players. Luxembourg
has suffered through a year of bad press
related to international scrutiny of the tax
ruling system. Regulatory changes, nota-
bly the OECD’s recommendations on
BEPS, present additional challenges for
the financial sector at large. Perhaps we
can begin to answer the question of what
Luxembourg can do to stay competitive in
this “new normal” of our post-BEPS world
by asking those who stand to be the most
concerned.
ATOZ TaxTrends
CAPITAL #7 I 35
of decision makers rate their
relationship with the Tax Authotities
as GOOD or VERY GOOD
HOW WELL DO YOU PERSONALLY KNOW THE TAXATION SYSTEM FOR BUSINESSES IN THE FOLLOWING COUNTRIES?
IN YOUR VIEW, HOW BUSINESS FRIENDLY ARE THE FOLLOWING COUNTRIES WITH REGARDS TO TAXES?
HOW WOULD YOU EVALUATE THE TAX PREDICTABILITY FOR BUSINESSES IN LUXEMBOURG AT THE MOMENT?
WHERE SHOULD THE FOCUS OF FUTURE TAX INITIATIVES LIE? EVALUATE ON A SCALE FROM 1 TO 6 THE FOLLOWING ASPECTS OF
LUXEMBOURG’S COMPETITIVENESS (FINAL RANKING).
1/2
 EXCELLENT
 GOOD
 NEITHER GOOD NOR
BAD
 POOR
 VERY POOR
 DON’T KNOW OR
CAN’T TELL
1,7%
5,7%
7,7%
52,7%21,0%
11,3%
LIFESTYLE
36 I CAPITAL #7
LUXEMBOURG’S
GROWING ART SCENE
INTERVIEW WITH THE
MAN BEHIND THE
LUXEMBOURG ART
WEEK.
A
lex Reding is the Luxembourg
art gallery owner behind
Luxembourg Art Week, the suc-
cessful event held in November
of last year uniting the annual exhibition
of the CAL (Cercle Artistique de
Luxembourg) and 19 Luxembourg and
international galleries for a first-of-its-
kind event featuring guided tours, confer-
ences and other artistic encounters. With
his gallery, Nosbaum Reding celebrating
its 15th anniversary in 2016, we took the
time to sit down and chat about Alex’s
unique profession and his vision for the
future of art in Luxembourg.
How have Luxembourg art
galleries changed since you
opened Nosbaum Reding 15
years ago?
While it is true that Luxembourg is a small
country, with a relatively small capital
city, the art scene here is growing. In the
last two or three years a number of gal-
leries have opened their doors in
Luxembourg, and they are flourishing. It
is important to realise that despite
Luxembourg’s size, we remain the only
city in a 100-150 kilometer radius that can
play host to a large number of galleries,
museums, and other cultural events.
This is a big change from 15 years ago
when the market was dominated by a
handful of gallery owners who had a
more traditional approach. At this time it
was difficult, and nearly impossible for
newcomers to break into what could be
considered a closed world of established
galleries – and buyers.
My generation was able to disrupt tradi-
tion and bring a more professional
aspect to this industry which had been
more of a hobby for gallery owners of the
past. We introduced the role of consult-
ant, we branched out internationally, and
we sought to make sure the needs of our
buyers were met. The new generation of
galleries appears to follow that path. For
example, an institutional buyer will not
have the same goals and expectations
as a private collector. As a gallery owner,
it is important to cater to all clients. I
myself participate in around seven
European art fairs per year.
Lastly, what has allowed the new galler-
ies to flourish has been the increasing
number of expats in Luxembourg, in the
last years the expat population in
Luxembourg has increased two- or
threefold. Many expats are art lovers and
collectors, with a high level of savoir-
vivre. An educated, cultured and inter-
ested population is a real treasure for an
art gallery owner.
CAPITAL #7 I 37
Luxembourg Art Week was a
remarkable success that many
people did not expect. Are you
able to give a little information
about the next edition of Art
Week?
It’s true, the participating gallery owners,
the visitors, and the sponsors were all
delighted at how successful the event
turned out to be. Over 7000 visitors came
through the doors of the Halle Victor
Hugo during the six-day event.
Art Week allowed foreign galleries new to
Luxembourg to gain some or a better
knowledge about what Luxembourg art
buyers are looking. The market here is
quite particular, and gallery owners can-
not simply transpose a model which
works in France or Germany and expect
it to work in Luxembourg.
As far as 2016 is concerned, the event in
itself will be similar and held at the same
time of the year (9 – 13 November 2016).
We are expecting 10 – 20% more galler-
ies to be present. Regarding the Cercle
Artistique de Luxembourg, the CAL and
their annual exposition will remain an
integral part of the Luxembourg Art
Week. By combining both events, each
one benefits from the increased
exposure.
What is your vision for the future
of the art scene in Luxembourg?
The cultural offering in Luxembourg is
very rich, but with only 150,000 people in
the capital and its immediate surround-
ings, it’s unreasonable to expect more
than 50,000 museum visitors per year
and per museum notwithstanding some
recognized treasures in the city
museums.
The only way around this is to look
beyond our borders. To attract foreign
visitors, it will be necessary to change
the way art exhibitions are handled. This
to my mind applies both to museums or
public institutions and private galleries.
Actors should be more open to new
sponsors, and renew expositions with a
higher frequency. This is precisely what
we are trying to accomplish with
Luxembourg Art Week.
Art has moved from a pastime to a finan-
cial commodity, a real part of the econ-
omy. In the future, this will only become
more and more apparent. It’s a great
opportunity for gallery owners. However,
we have to remain aware of the additional
challenges. Gallery owners have to fulfill
the expectations of an increasingly
demanding local and international mar-
ket. Some institutional actors are not yet
aware of this shift. Therefore, the burden
lies on local gallery owners to take
charge and adapt to the new paradigm.
Alex Reding was interviewed by Vivien
Horvath (Atoz) and Tom Loesch (Etude
Loesch).
“Art has moved
from a pastime
to a financial
commodity, a
real part of the
economy.”
©DR
EVENT
38 I CAPITAL #7
NEW YEAR’S
EVENTTHE LUXEMBOURG PRIVATE EQUITY AND VENTURE CAPITAL
COMMUNITY WELCOMED THE NEW YEAR IN OUR TRADITIONAL
“NEW YEAR’S EVENT”. THE SOIREE BROUGHT TOGETHER MOST
OF THE ASSOCIATION’S MEMBERS FOR AN EVENING OF
NETWORKING AND FUN. TWO ANNOUNCEMENTS WERE
RESERVED FOR THE EVENING: THE PRESENTATION OF OUR
NEW WEBSITE AND A PREVIEW OF A PROMOTIONAL VIDEO FOR
THE SECTOR (SEE PAGE 4). PARTICIPANTS WERE ALSO INVITED
FOR A WINE TASTING EXPERIENCE BY THE 4 CENTURIES OLD
GERMAN WINERY C. VON NELL-BREUNING.
CAPITAL #7 I 39
©DR
Need help with fund formation?
Loyens  Loeff is a leading Luxembourg law firm providing comprehensive and fully integrated
legal and tax advice in relation to fund structuring. We assist our clients in the structuring and
implementation of alternative funds pursuing all major investment strategies including private equity,
real estate, hedge, infrastructure, mezzanine, healthcare, renewable and alternative energy as well as
UCITS.
Our investment management practice is the largest in the Benelux, including one of the largest teams
in Luxembourg, offering a full range of investment management services.
Contact: Loyens  Loeff Luxembourg S.à r.l., 18-20 rue Edward Steichen, L-2540 Luxembourg, T +352 466 230
www.loyensloeff.lu
LPEA IN BRIEF
ABOUT LPEA
EXECUTIVE COMMITTEE
TECHNICAL COMMITTEE LEADERS
TheLuxembourgPrivateEquityandVentureCapitalAssociation(LPEA)istherepresentative
body of private equity and venture capital professionals in Luxembourg.
With over 130 members, LPEA plays a leading role in the discussion and development of the
investment framework and actively promotes the industry beyond the country’s borders.
Luxembourg disposes of a stable tax regime and is today at the forefront of international
PE regulation providing a flexible, secure, predictable and multi-lingual jurisdiction to
operate in.
LPEA provides a dynamic and interactive platform for its members to discuss and exchange
information and organises working meetings and networking opportunities on a regular
basis.
If Luxembourg is your location of choice for private equity, LPEA is where you actually join
the industry!
HANS-JÜRGEN
SCHMITZ
Honorary
President
GILLES
DUSEMON
Technical
Committee
Leader
Tax Committee: Marianne Spanos, Patrick Mischo
Promotion Committee: Stéphanie Delperdange, Alexandre Prost-Gargoz
Legal Committee: Marie Amet-Hermes, Katia Panichi
Accounting  Valuation Committee: David Harrison, Yves Courtois
Market Intelligence  Training Committee: Maarten Verjans
OLIVIER
COEKELBERGS
Vice-
Chairman
JÉRÔME
WITTAMER
President
ANTOINE
CLAUZEL
Member
CHRISTOPH
LANZ
Member
EMANUELA
BRERO
Vice-
Chairman
PATRICK
MISCHO
Secretary
PAUL JUNCK
Managing
Director
ECKART
VOGLER
Treasurer
CAPITAL #7 I 41
EVENTS’ CALENDAR
22-25FEBRUARY 2016
4FEBRUARY 2016
9MAY 2016
OCTOBER 2016
4MAY 2016
25MAY 2016
22-23NOVEMBER 2016 DECEMBER 2016
26MAY 2016 SEPTEMBER 2016
BERLIN
Super Return
International
ZURICH
LPEA Roadshow
LUXEMBOURG
General Assembly
of LPEA
NEW YORK
LPEA Roadshow
LONDON
LPEA Roadshow
NEW YORK
LPEA Roadshow
LUXEMBOURG
European Alternative
Investment Funds
Conference
MUNICH
LPEA Roadshow
BOSTON
LPEA Roadshow
PARIS
LPEA Roadshow
42 I CAPITAL #7
©DR
law is our art
the leading business
law firm in Luxembourg
95 experts in Private Equity
Your
Independent AIFM
in Luxembourg
Specialists in Private Equity, Real Estate and Debt
3rd party AIFM Solutions
Portfolio Management
Risk Management
Substance  Compliance Service
Securitisation Platform
.....
Luxembourg Investment Solutions S.A.
Airport Center Luxembourg · 5, rue Heienhaff · L-1736 Senningerberg · T: +352 26 34 56-1 · F: +352 26 34 56-66
info@investment-solutions.lu · www.investment-solutions.lu

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Capital V #7 YO! Sushi: Quilvest Exits the Conveyor Belt

  • 1. CAPITAL Third party AIFMs are here to stay RAIF, the new AIFMD-compliant vehicle #7 QUILVEST EXITS THE CONVEYOR BELT Yo! Sushi The magazine of the Luxembourg Private Equity & Venture Capital Association 1H 2016
  • 2. Ask KPMG how the Reserved Alternative Investment Fund and Limited Partnership could be the answer. Needafundthatgives youflexibility? © 2016 KPMG Luxembourg, Société coopérative, a Luxembourg entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. www.kpmg.lu
  • 3. THE MAGAZINE OF THE LUXEMBOURG PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION Contributors: Benoît Chéron, Olivier Coekelbergs, Nathalie Dogniez, Alexandre Dumont, Jacques Elvinger, Luis Galveias, Dörte Höppner, Vivien Horvath, Paul Junck, Daniela Klasén- Martin, Tom Loesch, Emmanuelle Mousel, Carmen von Nell-Breuning, Alex Reding, Pierre- Michaël de Waersegger, Pierre Weimerskirch, Nigel Williams, Jérôme Wittamer, Amanda Yeung. Conception & coordination: 360Crossmedia studio@360Crossmedia.com - 35 68 77 Artistic Director: Franck Widling Cover photo: © DR Disclaimer : To the fullest extent permissible under applicable law, LPEA does not accept any responsibility or liability of any kind, with respect to the accuracy or completeness of the information and data from this documentation. The information and data provided in this documentation are for general information purposes. It is not investment advice nor can it take account of your own particular circumstances. If you require any advice, you should contact a financial or other professional adviser. No material in this documentation is an offer or solicitation to buy or sell any professional services, financial products or investments. 5. Editorial by Jérôme Wittamer and Paul Junck 7. Luxembourg: New seed fund for ICT start-ups 8. Private Equity, what’s next for 2016? 11. The Reserved Alternative Investment Fund: A New Luxembourg AIFMD- compliant vehicle 13. Roundtable: Third party AIFMs are here to stay 19. Solvency II: Challenges and opportunities for the private equity industry 22. Yo! Sushi: Quilvest exits the conveyor belt 26. Enhancing Investor’s Professional Standards 29. Capital Markets Union: from the shadows to market based finance – a real opportunity for PE? 30. Feedback from the US: “Use an AIFM platform to accelerate your growth in Europe!” 32. Private equity in China: waiting out the storm? 34. ATOZ TaxTrends – a 360° viewpoint on tax in Luxembourg 36. Luxembourg’s growing art scene 38. New Year’s Event 41. About LPEA 42. Events’ Calendar CONTENT CAPITAL #7 I 3
  • 4. LPEA 4 I CAPITAL #7 BOOSTING LPEA’S VISIBILITY A fter rebranding in September 2015, as highlighted in the last issue of Capital V, LPEA unveiled its new website and showcased its first promotional video at the end of January. Regarding the website, our new online platform incorporates the rebranding from top to bottom and is now better adapted to the needs of our visitors. Built with a responsive layout - i.e. navigation adapted to smartphones, tablets and PCs - the new website is also more func- tional, allowing its articles to be more easily shared over social media, thereby increasing the association’s communica- tion reach. A key innovation of the website is the “What’s happening” section in which news articles, publications and videos are combined to deliver the very latest updated content. For those visitors look- ing for something in particular, filters and a search tool are available to facilitate the task. LPEA also presented early 2016 its first promotional video: “Luxembourg global private equity and venture capital hub”. The 90 second production highlights Luxembourg as a financial centre, its key selling points attracting the private equity community, and provides testimo- nials from some of its players. In sum- mary, according to one of the featured testimonials, Luxembourg is the “best place to be if you are a managing part- ner of a PE/VC firm”. Who are we to say anything different? WATCH THE VIDEO
  • 5. DEAR PRIVATE EQUITY PROFESSIONALS, P redicting business developments with any level of accuracy is already proving more arduous in 2016 than it was at the beginning of 2015. However, while the draft bill is still warm, we already anticipate that the RAIF - the reserved alternative investment fund, will be the most attractive new addition to Luxembourg’s private equity toolbox in 2016. Once passed by Parliament, the RAIF will offer new funds lightening-fast time to market, skipping the formal regulatory approval process and carving out a whole new space for private equity operators. The country’s innovative toolbox has always been a key driver behind the growth of the financial sector. This is something we do not expect to change in the future and at LPEA we are keen to perpetuate and strengthen the country’s competitiveness within our sector. By positioning itself as an early adopter of new regulations issued by European Institutions and the OECD, Luxembourg not only demonstrates its commitment to better regulation, but the country also claims its market leading role. The LPEA roundtable on third-party AIFMs featured in this issue is a good example of such dynamics at work. We trust you will enjoy reading our latest issue! Jérôme Wittamer, Chairman Paul Junck, Managing Director Luxembourg Private Equity Venture Capital Association ©360Crossmedia/LPEA EDITORIAL CAPITAL #7 I 5
  • 6. Try a partner that offers you them all Many partners can offer you one service DownloaD The brochure here INGLuxembourg,SociétéAnonyme–52,routed’EschL-2965Luxembourg–R.C.S.LuxembourgB.6041 www.ing.lu/business ING, the only bank in Luxembourg that can meet all your needs with one team: fund’s paying agent and depositary, corporate account, AIFM and cash accounts for underlying holding companies. Want to save time and improve efficiency? Go on, just try us.
  • 7. NEWS CAPITAL #7 I 7 ©MECO NEW SEED FUND FOR ICT START-UPS I n order to provide a suitable frame- work for creating and developing new innovative businesses, the Ministry of the Economy has decided, as part of “Digital Lëtzebuerg”, to set up an ecosys- tem in line with the needs of start-ups in the sector of information and communica- tion technologies (ICT), particularly with regard to the financing of such busi- nesses during their initial and start-up stages. On 14 December 2015, Deputy Prime Minister and Minister of the Economy Étienne Schneider and the representa- tives of seven other investors signed a letter of commitment to constitute a seed fund. The signatories have agreed to gather public and private funds amount- ing to 19.2 million euros to create such a structure for financing new innovative high-tech businesses in the ICT sector. The main but not exclusive aim of the fund will be to make venture capital invest- ments in projects which have reached the proof of concept stage in fields such as cybersecurity, fintech, big data, digital health, telecommunications and satellite services, and the “Internet of things”. To facilitate the transfer of new technologies resulting from public-funded research, particularly that carried out by the University of Luxembourg’s Interdisciplinary Centre for Security, Reliability and Trust (SnT), a further aim of the seed fund is to invest in promising spin-offs in order to generate as much beneficial economic impact in the Grand Duchy as possible. This move is a further step in increasing the Grand Duchy’s vis- ibility as a hub for launching new innova- tive activities in one of the key sectors in the country’s economy. The seed fund, to be operational from early 2016, will be managed by a team of specialists with the necessary competen- cies for identifying and selecting projects for innovative businesses with substantial development potential in the Grand Duchy. The future “ICT Seed Fund”, which will be set up shortly, has been developed as part of a partnership between the pub- lic and private sectors involving well- known players in economic and financial circles. The stakeholders involved in the Fund will be (in alphabetical order): Arendt Medernach, Banque Internationale à Luxembourg SA (BIL), High Capital (BHS Services), Luxembourg State, POST Capital, Proximus, SES, and SNCI (Société Nationale de Crédit et d’Investissement). From left to right: Guy Harles (Arendt Medernach); Marco Houwen, (High Capital); Hugues Delcourt (BIL); Étienne Schneider (Minister of the Economy); Claude Strasser (POST Capital); Koen Van Parys (Proximus); Patrick Nickels (SNCI); Karim Michel Sabbagh (SES). Luxembourg
  • 8. OVERVIEW 8 I CAPITAL #7 PRIVATE EQUITY, WHAT’S NEXT FOR 2016? MA ACTIVITY HAS JUST HIT A RECORD The record pace of MA in 2015 contin- ued through November, with the highest ever monthly value recorded (US$576b excluding real estate asset acquisitions). This has helped push 2015 beyond 2007 to become the biggest year for MA on record, with US$4.17t already spent on acquisitions at the end of November 2015 compared with US$4.13t in full year 2007. The major deal in November was the US$160b tie-up between Pfizer and Allergan. This is the second-largest deal of all time. It was also the largest tie-up ever in the life sciences sector. The availability of funding for MA is robust, with non-financial corporations in the SP Global BMI index currently hold- ing over US$5.4t in cash and equiva- lents. The key drivers of MA in 2015 look set to persist in 2016. Low economic growth, disruptive challenges to core business models, geographic monetary policy divergence and continuing pres- sure from investors should spur compa- nies into protecting revenues and market share, while also seeking to boost mar- gins and profitability. IPO, AN OPTION The global IPO activity saw mixed results in November 2015. The proceeds remained steady year on year with November witnessing seven US$1b+ deals, the most in any month since June 2014. This surge in mega-deals was led by Japan, which accounted for three such deals. However, overall deal vol- ume remains low due to weak IPO activ- ity in the US, with several companies opting for alternative financing options, and in Greater China, due to the earlier suspension of IPOs on mainland exchanges. The global IPO activity should gain strength in early 2016, as we continue to see a healthy pipeline of candidates planning to list on major exchanges around the world, from a broad range of sectors. Also, companies are increas- ingly adopting multi-track strategies — considering MA and trade sales alongside an IPO — underscoring the gap between volatile financial markets and a booming MA and private funding market. The outlook for European IPOs looks promising for 2016, as the Eurozone recovery is expected to continue to build. The US is expected to account for a large portion of global IPO volume dur- ing 2016, due to steady economic growth and resilience in the equity mar- kets. There is a robust pipeline of com- panies waiting to go public, but with investors becoming wary of high valua- tions, companies will need to judge their pricing strategies carefully. Also, many IPO candidates are getting better offers from potential acquirers, including stra- tegic rivals and financial firms, and are opting for sales and mergers rather than going public. FUND-RAISING AND “SHADOW CAPITAL” Year-to-date, fund-raising has decreased 10% to US$392.5b from last year on fewer final closes. (583 vs. 726). However, as many firms held final closes on December 31, the year is nonetheless on track to match last year’s robust totals. Pension funds and other investors continue to reduce the number of PE ALTHOUGH THE FULL STATISTICS ARE NOT AVAILABLE YET, IT IS ALREADY ABUNDANTLY CLEAR THAT 2015 HAS BEEN A GREAT YEAR FOR THE PRIVATE EQUITY INDUSTRY. IN AN ECONOMIC ENVIRONMENT WHERE THE US CONTINUES TO GATHER MOMENTUM WHILE THE EUROZONE RECOVERY REMAINS FRAGILE, WHAT DOES 2016 HOLD IN STORE FOR US? CAN WE EXPECT ANOTHER PROSPEROUS YEAR FOR THE INDUSTRY? GP GP
  • 9. CAPITAL #7 I 9 relationships they manage, partly to reduce cost. PE dry powder has been flat this year, as PE firms patiently wait for valuations to come down. Buyout dry powder at the end of November rose 3% to US$482.8b from last year and it does not include the so-called “shadow capi- tal” coming from co-investment schemes or managed accounts. New PE firms were created at a faster rate in 2015 than in any prior year, even if many industry observers see a shake- out likely to take place over the next dec- ade as state pension funds, as well as sovereign wealth funds continue to cut back on the number of relationships they manage. One should not underestimate the new potential shadow capital brings to Private Equity firms. ACQUISITIONS, FOCUSING ON KEY SECTORS AND OPPORTUNITIES Technology has been the most active sector for PE in 2015. Technology has an industry share of 18% of total announced investment through November 30, aided by demand for subsectors such as health care IT and new methods related to payment services. PE investors may have the upper hand when MA deals start flowing in the energy sector because it is known for long-term investments. Other potential investors may not be willing to wait at least five years for potential returns on investments. While shareholder activism hasn’t played a huge role in PE to date, there are opportunities for the industry because these activists may be able to uncover assets that firms could be interested in. PE can step in and provide its expertise on process improvement when share- holders are demanding operational changes. PE can leverage its network of contacts in instances where activist are calling for management changes. EXITS, A QUESTION OF PRICING Weaker activity in EMEA and Asia con- tributed to the 18% decrease in deal value for PE-backed MA exits in November. Year to date is down 12%. The Americas posted improved deal value growth, but didn’t make up for the combined decrease reported for both EMEA and Asia-Pacific. PE-backed IPO deal value for November fell 15% to US$5b from a year ago. The number of PE-backed IPOs that were pulled has reached 24 through mid-November and we will likely see more because current market conditions are a growing concern. The much antici- pated rise in interest rates and rising volatility in global stock markets are mak- ing some nervous about the high valua- tions attached to many companies that are looking to go public. OVERALL, THE OUTLOOK IS PROMISING, BUT ONE SHOULD STAY PRUDENT AND FOCUSED The few positive signs observed in the economic environment, the availability of capital, the currently available cheap financing conditions and the appetite of large corporations for acquisitions set the scene for a good vintage for the Private Equity industry in 2016. One should however not ignore the currently high level of the transaction multiples and the implicit limit it might bring to future returns, the diverse rates of the economic recovery around the world and the effect that an increase in interest rates might have. In such an environ- ment, a prudent approach in investment selection and a focus on value creation will be key to turn 2016 into another year of success. By Olivier Coekelbergs, Vice-President of LPEA ©DR “New PE firms were created at a faster rate in 2015 than in any prior year.” GP GP GP ©DR
  • 10. ©2016EYGMLimited.AllRightsReserved.EDnone Disruption causes seismic shift for private equity EY’s 2016 Global Private Equity Fund and Investor Survey looks at the current challenges and landscape of today’s private equity arena. ey.com/lu/PEsurvey
  • 11. NEWS A NEW LUXEMBOURG AIFMD-COMPLIANT VEHICLE THE RESERVED ALTERNATIVE INVESTMENT FUND O n 14 December 2015, a bill of law was deposited with Luxembourg Parliament to introduce a new type of Luxembourg investment vehicle named “Reserved Alternative Investment Fund”, in short “RAIF”. The introduction of the RAIF regime seeks to widen the range of investment vehicles available in Luxembourg offering a new option to the initiators of Luxembourg AIF projects, including PE firms. The creation, launch, documentation, activities and termination of the RAIF will not be subject to the approval of or any supervision by the CSSF, but will still enjoy all the structuring flexibility from which (CSSF approved and supervised) Luxembourg funds benefit. In order to be eligible for this new regime, the RAIF will have to be an Alternative Investment Fund (“AIF”) managed by an authorised Alternative Investment Fund Manager (“AIFM”), both within the mean- ing of the AIFMD. The AIFM may be estab- lished in Luxembourg, in another Member State of the European Union or even, once the AIFMD passport is available to third countries, in a third country in accordance with the provisions of the AIFMD. Due to the necessity for the RAIF to be managed by an authorised AIFM, it will be indirectly supervised through the pruden- tial supervision exercised by the compe- tent authority of its AIFM. For the same reason, the RAIF will benefit from the European passport granted by the AIFMD for marketing to professional investors in the EU. The other features of this new Luxembourg investment vehicle are substantially identi- cal to those of the specialised investment fund (“SIF”) and the RAIF Law has there- fore been drafted drawing heavily from the text of the SIF Law. Notably, the RAIF Law provides for vari- ous legal forms (corporate and contrac- tual) which are available for setting up a RAIF. Among the corporate forms availa- ble for establishing a RAIF, the special limited partnership (“SLP”) (société en commandite spéciale) is likely to be favoured for private equity investments. The key characteristic which distinguishes the SLP from other corporate forms is that it has no legal personality and allows for maximum flexibility and freedom in the partnership rules. The RAIF Law does not contain any limita- tion as regards eligible assets or invest- ment policies, it provides for the possibility to have multiple compartments and multi- ple classes as well as for flexible subscrip- tion, redemption and distribution features as well as other flexible exit strategies . The main differences between the RAIF Law and the SIF Law result from the fact that all references to the role and mission of the CSSF found in the SIF Law have been excluded from the RAIF Law. However, certain mechanisms have been introduced to ensure compliance with the law, particularly by the AIF’s management body. The RAIF Law also innovates as regards the tax regime in that RAIFs will normally be subject to the taxe d’abonnement regime at 0.01% (or nil rate in certain cir- cumstances) but if a RAIF set up under the form of a limited company states in its constitutional documents that it invests solely in securities representing risk capi- tal it can adopt a tax regime identical to the one currently applicable to SICARs . Also, in the latter case, the RAIF will not need to spread the investment risk and therefore no diversification requirement will apply. The RAIF should become a vehicle of choice for PE firms looking to combine contractual freedom and short time-to- market, together with both the protection of the AIFMD framework and the RAIF Law, and the marketability of an invest- ment vehicle benefiting from an EU passport. Considering the usual duration of the leg- islative process for adopting a law such as the RAIF Law, it can reasonably be expected that the new regime will be available over the course of Q2 in 2016. 1. Bill of Law N° 6929 (“RAIF Law”) is available on the website of the Luxembourg Parliament. An unofficial English translation of the draft text of the RAIF Law is available on the website www.ehp.lu (Legal Topics Section). 2. For further information, please see our RAIF memorandum on the website www.ehp.lu (Legal Topics Section). 3. Investment companies in risk capital governed by the amended law of 15 June 2004 CAPITAL #7 I 11 By Jacques Elvinger, Elvinger Hoss Prussen ©DR
  • 12. Offices Amsterdam • Rotterdam • Eemnes • Berlin • Frankfurt Munich • Soest • London • Barcelona • Madrid • Cyprus Luxembourg • Malta • Vienna • Guernsey • New York Dallas • Toronto • Cayman • São Paulo • Hong Kong Beijing • Shanghai Guangzhou • Singapore • Johannesburg Mauritius • Aruba • Curaçao • British Virgin Islands Visit us at fs.orangefield.com Key Facts • Global Presence in all major fund jurisdictions • One-Stop Shop – all services for an alternative investment fund under one roof • Pan-European AIFMD Depositary licensing in Luxembourg, the Netherlands and UK with a strong track record in real estate and private equity • AIFMD reporting and third party AIFM solution • State of the art technology – Yardi and Sungard Investran • ISAE 3402 Type II At Orangefield, we know the Fund business Orangefield has been offering Fund Services since the 80s, and each of our professionals has been working in the field of Alternative Investment Funds for many years. What we add to your Fund is the security and operational excellence that only a team with extensive experience can ensure. What’s more: we provide worldwide, full service solutions. This includes a variety of corporate services, and a global presence that simplifies your international Fund management. Get access to operational excellence
  • 13. ROUNDTABLE CAPITAL #7 I 13 THIRD PARTY AIFMS ARE HERE TO STAY THIRD-PARTY AIFMS ARE A NEW TYPE OF ENTITY WHICH HAS EMERGED AS A RESULT OF THE INTRODUCTION OF THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD) IN THE EU/EEA. SOME AIFMS ARE ALSO CLASSIFIED AS “SUPER MANCOS” (SUPER MANAGEMENT COMPANIES), NOTABLY THOSE USING THE SAME LEGAL ENTITY TO CONSOLIDATE OPERATIONS FOR BOTH UCITS FUNDS AND AIFMD-COMPLIANT FUNDS. U sing a third-party AIFM, a fund sponsor that is not itself licenced as an AIFM, can distribute and market its funds across the EU/ EEA and beyond, using the passport of the AIFM. Since the Directive came into force in 2013, Luxembourg has witnessed an increase in the number of local players embracing this new opportunity. LPEA invited four of these players to a roundta- ble moderated by a fund manager, to debate how this “new” opportunity is changing the fund business. Benoît Chéron: Who is today the typical client of a third-party ManCo solution and where do they mainly originate from? Alexandre Dumont: Our primary focus is on clients who are synergistic with our parent banking group, notably those who have been introduced via family offices or wealth managers. These clients appreci- ate the added value that an institutional grade third-party ManCo can provide and are less price sensitive. We also attract institutional clients, although they some- times view the ManCo as a commodity and are less appreciative of the real added value that a robust third party AIFM can offer. Pierre Weimerskirch: We have a very strong base of German clients, with the US market also developing quickly. Nigel Williams: As for the long term busi- ness, I see this solution suiting the needs of a large number of fund sponsors pri- marily in the US but also in Asia. Many of these managers do not have an office in the EU and have no intention of applying for an AIFM license but will need a solution to raise money from EU investors. Some of the clients approaching us previously had applied for an AIFM license, typically in the UK, but had withdrawn their appli- cation, either due to the time it takes or the lack of internal resources to comply with all requirements. Daniela Klasén-Martin: I agree. We have seen the same trend, specifically from US. Sometimes people simply don’t want to invest extra money in a fully- fledged risk management team. Appointing a third-party manager to act as the AIFM, or delegating the risk man- agement function, is a convenient and cost-effective solution. PW: And one must also take into ©DR WATCH THE VIDEO
  • 14. ROUNDTABLE 14 I CAPITAL #7 BC: Is Private Placement still an option? PW:ManagersstilllookforPrivatePlacement buttheyarestartingtorealisethattheyneed to go for regulated onshore vehicles. NW: People in offshore jurisdictions still believe the 20181 deadline for the abolition of the national private placement rules will be postponed. However, if you go to Brussels, and speak with Members of the European Parliament, you understand that they do not wish investors/fund spon- sors to avoid the AIFMD regime. Politicians are not elected today to be soft on the financial services industry. AD: If your marketing strategy is to focus on certain markets such as the Netherlands or the UK, the private place- ment regimes can still provide a possible distribution solution. However, if you are targeting a broader distribution land- scape, you need to have a sustainable strategy embracing the requirements under AIFMD. For non-EU domiciled Managers, this is often achieved through the creation of co-investment structures in Europe. This trend will only get bigger as doubts about the future of National Private Placement Regimes increases. BC: What are investors’ main concerns? Certainly many are still reluctant. PW: There is a real demand for this kind of setup now. Speaking to US managers 2 years ago, they would ask: “do I lose control?” - to which I had to explain with a clear “no”. The process is simple: they set up a GP and the GP appoints a third-party manager. Given that the third party man- ager appointment can always be revoked, the control is always there. NW: The third-party AIFM does not con- trol the bank accounts of the AIF. It’s the general partner of the AIF, owned by the fund sponsor who controls the money. So, on one hand, the adviser makes an invest- ment recommendation, the third-party AIFM verifies if it matches the offering memorandum of the fund and it instructs the GP – the other hand of the same group, to make the investment and pro- ceed with the required capital call. The third-party AIFM never controls the money which, in my view, is by definition the real “control”. So, fund sponsors are not giving up control. account that many are parallel funds co-investing with other jurisdictions which have to be set up within 2-3 months. The AIFM license alone would take many more months to obtain. BC: Does it mean that the client base is more US dominated? NW: The biggest space is clearly the US, notably for the parallel structures. BC: What do investors look for when seeking third-party ManCo solutions? PW: Clients come for different reasons. Some simply want be covered by an addi- tional layer of regulation and stick to their core business which is managing money, i.e. identifying deals and managing the deals. Other clients may be in a situation in which they are already subject to regu- lation but do not want to create an addi- tional setup as an AIFM. PW: We try to differentiate ourselves by offering state-of-the-art risk management services. Investors such as insurance companies or pension funds need to man- age their global risk allocation and look for metrics comparable to the ones that they already have for traditional assets. That’s what we are trying to produce and I believe it’s where Luxembourg should try to differentiate itself. This is how I think we can move up the value chain, by providing different kinds of supporting services. DKM: The AIFM business model has developed out of the UCITS ManCo. It is quite new for the alternatives industry and is still developing. Three years ago, when we first started talking about this, people didn’t think it could work. Now, we see that Europeans have adopted it as a good solution and the US will soon come to the same level of acceptance. “Appointing a third-party manager to act as the AIFM […] is a convenient and cost-effective solution.” “The third-party AIFM is only a part of the set of providers that the fund managers work with.” ©DR ©DR ©DR
  • 15. CAPITAL #7 I 15 AD: The third-party ManCo solution offers flexibility and is relatively easy to imple- ment with the right partner. The Directive aims to ensure that Alternative Funds appoint a regulated AIFM Manager who barely affects the underlying fund regime. So, it’s only about interposing a third party AIFM infrastructure within the existing operating model. It’s a fairly straightfor- ward process, entailing the execution of the AIFM agreement and the amendment of the offering memorandum and other agreements to make an existing Fund AIFMD compliant. DKM: It is a pragmatic solution. It’s impor- tant to understand the underlying asset class and not to disrupt the process that is already in place. AD: The major concern we hear from cli- ents is about being intrusive in their BENOÎT CHÉRON (MODERATOR) CFO, IDI EMERGING MARKETS (IDI EM) IDI EM is an independent growth-capital specialist in emerging markets, authorized as an AIFM in Luxembourg. Since 2004, IDI EM has raised and deployed US$ 452m in order to deliver the best emerging markets returns with controlled risks to its clients through diversified hybrid funds of funds, co-investments offerings, and separately managed accounts solutions. NIGEL WILLIAMS CO- FOUNDER AND CHAIRMAN, ROYALTON PARTNERS Royalton Partners is a private equity firm originally investing in Central and Eastern Europe. After gaining a Luxembourg AIFM license in May 2014 it started managing funds on a third party basis for other fund sponsors, in the areas of private equity, real estate, infrastructure and debt. DANIELA KLASÉN- MARTIN MANAGING DIRECTOR, CRESTBRIDGE Crestbridge, based in Jersey, Luxembourg, London and the Cayman Islands, is a multi- jurisdictional, independent provider of administration, management and corporate governance services. Crestbridge Management Company S.A. is a “Super-ManCo”, with a UCITS and AIFM license covering a variety of strategies, mainly real assets (private equity and real estate) but also hedge funds. PIERRE WEIMERSKIRCH CO-FOUNDER, LUXEMBOURG INVESTMENT SOLUTIONS (LIS) LIS is an independent “Super-ManCo” which started out 5 years ago in the UCITS space and expanded into the AIF space in 2013, when the AIFM licence became available. The main focus of LIS is the real asset classes: namely real estate, private equity, infrastructure and debt. ALEXANDRE DUMONT CEO, BIL MANAGE INVEST BIL Manage Invest is the independent third-party management company of the Banque Internationale à Luxembourg (BIL) Group, the oldest private bank in Luxembourg. BIL Manage Invest qualifies as a “SuperManco”, providing Management Company services to UCITS Funds and AIFM services to Real Estate, Private Equity, Infrastructure, Financial Assets and Hedge Funds. ROUNDTABLE PARTICIPANTS “The third party solution offers flexibility and is easy to implement.” ©DR
  • 16. © 2016 PricewaterhouseCoopers, Société coopérative. All rights reserved. In this document, “PwC” or “PwC Luxembourg” refers to PricewaterhouseCoopers, Société coopérative which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. PwC IL cannot be held liable in any way for the acts or omissions of its member firms. Luxembourg, your gateway to global alternative fund distribution With an integrated global network of offices in 157 countries, PwC’s alternatives professionals provide the comprehensive coverage our clients need to stay at the forefront of industry developments. With more than 13,000 people working in asset management worldwide, we offer unique insights, industry-leading practices and informed perspectives on market trends to an extensive range of blue-chip companies. Recognising the global nature of the alternatives industry, PwC offers seamlessly integrated audit, tax and advisory services, allowing a smooth exchange of information, a carefully coordinated delivery and maximum efficiency. PwC’s alternatives practice is unsurpassed in terms of its knowledge, experience and dedication to the industry. Our market share and size, the reputation of our clients and the quality of our services have established us as the global leaders in our field. At PwC Luxembourg, our Hedge Funds, Private Equity and Real Estate practices are the three pillars of our Alternatives practice. Together we help our clients to manage critical issues around UCITS Directives, MA, AIFMD, MiFID II tax reporting, distribution support and strategies, and many more. www.pwc.lu/am Steven Libby Partner, Asset Management Leader steven.libby@lu.pwc.com +352 49 48 48 2116 Vincent Lebrun Partner, Private Equity Leader vincent.lebrun@lu.pwc.com +352 49 48 48 2225 Amaury Evrard Partner, Real Estate Infrastructure Leader amaury.evrard@lu.pwc.com +352 49 48 48 5751 Fanny Sergent Partner, Hedge Funds Leader fanny.sergent@lu.pwc.com +352 49 48 48 2478 Pierre-André Honnay Asset Management Marketing Leader pierre-andre.honnay@lu.pwc.com +352 49 48 48 6068 Your contacts
  • 17. ROUNDTABLE CAPITAL #7 I 17 ©DR©DR business model and to what extent the third-party AIFM will accept the invest- ment recommendations of the manager. Our answer is to staff the AIFM with expe- rienced portfolio management profes- sionals who understand the asset classes that our clients are investing in. Where we retain the Portfolio Management function as AIFM, we have built processes, proce- dures and controls that allow us to become an unobtrusive but integral part of the investment process. BC: Can we see this activity as an extension of the traditional fund administration function? DKM: Definitely not. Until now, clients were used to dealing with fund adminis- trators as the main third-party provider, which could lead our services being seen as a sub-set of the administration service. We see the business in a totally different way, as we are focusing on risk manage- ment and portfolio management over- sight, which needs a very different skill set. There’s a danger that if our service is perceived only as an add-on service to fund administration and is sold as an all-in solution, it is not priced properly. Considering the responsibilities that come along with the function, if the risk-reward ratio is too low it will lead to a lower quality in the service offered. BC: Investors delegate management to a management team they trust. How do they view it when the critical function of fund management is externalised? Do they carry out due diligence on you? PW: The third-party AIFM is only a part of the set of providers that the fund manag- ers work with: administrators, the adviser/ management teams, the depositaries, etc. The fact of being externalised doesn’t make a big difference to the investor. What they want is to have a solid platform and a cost structure that they can afford. NW: That’s a good point, but we also see that demand is investor driven. For some EU member states, such as France and for certain types of German investors, an AIFM compliant structure is a requirement. BC: I assume that the business also comes with considerable responsibility and potential liabilities. Is it the case? AD: The portfolio management function comes with responsibility for the invest- ment decision making process and there- fore, with certain potential liabilities if things turn sour. Whilst some may con- sider their role as purely oversight of an administrative process, I believe that it’s important for the AIFM to be involved fully in the investment process. NW: A considerable source of risk is valu- ation if AIFMs do not have appropriate insurance cover. Infrastructure and real estate AIFs are usually externally valued but most buyout funds have done their valuations in-house. From a legal per- spective, one may consider that outsourc- ing to a global valuation firm may be the safest solution to avoid liabilities in the future. The challenge is more relevant with venture capital funds where valuation tends to be more volatile. Although, this only mitigates risk as the AIFM is ultimately responsible for valuation. BC: Is Luxembourg a particularly attractive country for third-party ManCos? PW: We have 10 years of real estate and private equity experience packed into SIF structures. Luxembourg was therefore already known prior to the introduction of the limited partnership. So what I see is investors’ acceptance of Luxembourg based AIFs. Other countries now have products which can eventually be as good as Luxembourg’s, but the truth is that we are well known first from the UCITS world and later from the SIF world. DKM: We have the experience from the UCITS third-party ManCo model, which we have transposed to alternative assets. We also have a Regulator which is used to third-party ManCos and service pro- viders, who already know how to work with us, which is very important in particu- lar if you have an open architecture model. NW: Our reason to come to Luxembourg was clearly a result of the introduction of AIFMD. We understood the motivation and determination behind the initiative: to make all possible efforts to bring funds onshore. And we did so by deciding that we would need a license to be able to con- tinue doing business in Central Eastern Europe. Once we realised the potential of the third-party solution, we saw that we really couldn’t do this from any other place. Here you have a government com- mitted to AIFMD being a success, no VAT on management fees and a limited part- nership structure which is totally analo- gous to a partnership in Delaware, Cayman, Guernsey and Jersey. You can create parallel funds which have partner- ship agreements that mirror of each other. Overall, I think there is a dynamic space and a big chance for Luxembourg to develop this business. 1. The life expectancy of the private placement regimes is estimated at 5 years following the entry into force of the AIFMD (i.e. July 2018). “Once we realised the potential of the third-party solution, we saw really we couldn’t do this from any other place.”
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  • 19. REGULATORY CAPITAL #7 I 19 BACKGROUND On 1st January 2016, the provisions of the amended directive 2009/138/EC of the European Parliament and the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (“Solvency II”) became applicable to insurance and reinsurance undertakings in Luxembourg1 . Solvency II recasts the rules that gov- erned insurance and reinsurance undertakings. It regulated on a risk –based approach, the asset side of the balance sheets of the concerned undertakings, rather than, as was previously the case, the liability side of the latter. In summary, the Solvency II regulatory framework is built around three pillars: • Pillar 1 includes the rules on how the solvency capital requirements (“SCR”), to which insurance and reinsurance undertakings are subject, are to be calculated; • Pillar 2 includes rules on governance and internal controls; • Pillar 3 includes disclosure and report- ing requirements. IMPACT ON THE PRIVATE EQUITY INDUSTRY Whilst the Solvency II regulatory require- ments target the insurance industry, which is the obvious subject of the CHALLENGES AND OPPORTUNITIES FOR THE PRIVATE EQUITY INDUSTRY Solvency II ©DR
  • 20. © Allen Overy 2016. Allen Overy means Allen Overy LLP/and or its affiliated undertaking. CS1512_CDD-44048 For further information, please contact Allen Overy in Luxembourg. Tél +352 44 44 55 1, infoluxembourg@allenovery.com Some things just stand out. Our Luxembourg Asset Management Practice. Renowned for our innovative thinking, we are well placed to provide our clients with commercially viable solutions in increasingly regulated international markets. We cover the full spectrum of the legal, tax and regulatory matters linked to regulated and unregulated Luxembourg investment vehicles, with extensive experience in dealing with a range of alternative asset classes. Our full-service offering allows us to deliver seamless advice when it comes to the structuring, setting up and ongoing operation of Luxembourg platforms. Private Equity Real Assets Infrastructure Hedge funds Debt allenovery.com
  • 21. REGULATORY CAPITAL #7 I 21 ©DR new rules imposed under the direc- tive, it should be borne in mind that insur- ance undertakings are institutional investors that represent a large part of the overall investments in European private equity. As a result, the potential impact that Solvency II may have on the invest- ments flowing into the private equity industry should not be underestimated. The key challenges and opportunities that Solvency II involves for the private equity industry in particular are threefold: • FLEXIBILITY Solvency II abandons past rules which defined a limited number of eligible assets admissible for investment pur- poses by providing insurance undertak- ings with a greater flexibility. As a result, each insurance company may, in accord- ance with its own risk policy and the legal framework applicable to it, decide on its own in which assets it wishes to invest. In return for this greater flexibility, insur- ance undertakings are required to com- ply with the “prudent person principle”. Their technical provisions must be invested in a way that ensures the secu- rity, quality, liquidity and profitability of the policyholders’ portfolio as a whole. Investments must thus be adequately diversified as well as localised in a way that ensures their availability. • CAPITAL CHARGE Given that the Solvency II capital require- ments are determined on the basis of a risk-based approach, each investment will have a certain cost in the form of a capital charge. Such capital charge will mainly depend on the types and charac- teristics of the immediate assets in which an insurance undertaking decides to invest, but also on the underlying assets of such investments. In this context, insurance undertakings can ‘look through’ funds-of funds, or other multi-tier investment structures. In doing so, they might identify the ultimate under- lying investment positions, whereas insuf- ficient transparency will entail punitive capital charges. • EXTENDED REPORTING The prudent person principle also implies that insurance undertakings must be able to properly report on their assets and that they are able to demonstrate that the data that they use for such reporting are accu- rate, complete and appropriate. As a result, the insurance industry must be provided with comprehensive and pre- cise information on the underlying assets in which their technical provisions are invested. CONCLUSION Solvency II has now become a reality, not only for the insurance industry, but also for the private equity and the asset man- agement industry. Whilst adapting to the new requirements is certainly a trying process, the opportunities offered under the new rules should not be ignored. Solvency II is still subject to changes and developments, notably under the impact of the lobbying efforts of the interested parties. The recent draft Commission Delegated Regulation illustrates the evo- lutionary nature of this process. It aims to amend the Commission Delegated Regulation (EU) 2015.35 concerning the calculation of regulatory capital require- ments for several categories of assets held by insurance and reinsurance undertakings. The amendment seeks to incentivise investments in infrastructure by applying a lower risk calibration for this kind of investments. 1. Solvency II has been implemented into Luxembourg law through the law of 7 December 2015 on the insurance sector and the Regulation of the Commissariat aux Assurances N° 15/03 of 7 December 2015 concerning insurance and reinsurance undertakings. and Pierre-Michaël de Waersegger, Partner, Arendt Medernach S.A. By Emmanuelle Mousel, Associate, Arendt Medernach S.A. ©DR©DR
  • 22. COVER STORY QUILVEST EXITS THE CONVEYOR BELT JAPANESE FOOD, ESPECIALLY SUSHI, ENTERED THE EUROPEAN MARKET LONG AGO WITH DEDICATED RESTAURANTS NOW AVAILABLE IN NEARLY EVERY MID-SIZED TOWN. FROM DOWNTOWN SUSHI CORNERS TO HIGH- STREET AND MICHELIN-STARRED HOTELS, ONE CAN FIND A WIDE VARIETY OF WESTERNISED SUSHI OFFERINGS WELL ADAPTED TO EUROPEAN TASTES. O ne of the first European com- mercial successes in this field is clearly YO! Sushi, a UK-based Japanese fast-cas- ual restaurant chain founded in London in 1997 by entrepreneur Simon Woodroffe, one of the original stars of the BBC’s Dragons’ Den programme. YO! Sushi, which is known for its conveyor belt sys- tem and theatre-style kitchens, serves over six million customers a year through its 91 restaurants worldwide. These 22 I CAPITAL #7 Yo! Sushi include 75 company-owned sites across the UK, four company-owned sites in the US and 12 franchised restaurants in the Gulf. The sushi chain, which has an annual turnover in excess of £80 million, made private equity headlines in November 2015 when Luxembourg-based Quilvest Private Equity successfully sold its con- trolling stake in YO! Sushi t to Mayfair Equity Partners for £82m (approximately €114million). Under Quilvest’s ownership
  • 23. and stewardship, from 2008 to 2015, YO! Sushi almost tripled in size and under- went transformational growth, with net revenues almost tripling and recording a compound annual growth rate of 14% despite the economic crisis. The com- pany also successfully expanded interna- tionally, in existing territories such as the Middle East as well as in new territories such as Norway, Denmark and more recently the US, where Quilvest actively supported YO! Sushi in structuring and setting up its US expansion strategy, including the opening of four company- owned restaurants in Florida and New Jersey. YO! Sushi was sold in a competitive auc- tion process which started in April 2015 and is rumoured to have attracted interest from other PE firms such as Morgan Stanley, Mistral Equity, Inflexion Private Equity and 3i Group. Quilvest acquired YO! Sushi from PE firm Primary Capital in March 2008 for an undisclosed amount, when the company had approximately 30 restaurants in the UK. At the time, the chain was already present in a number of international locations but it required the support of a new experi- enced investor like Quilvest to help drive its further development and expansion, both in the UK and abroad. Primary Capital backed the £10 million manage- ment buy-out of YO! Sushi in August 2003 out of its second fund, Primary Capital II. Appetite from private equity firms for Japanese restaurant chains has been on the rise with Bain Capital acquiring a stake in Skylark and Permira in Akindo Sushiro, both well-established Japanese chains. The fact that all have intentions to expand internationally will probably increase competition on the market and CAPITAL #7 I 23 ©DR SIMON WOODROFFE, THE MAN BEHIND “YO!” Simon Woodroffe dropped school at the age of 16 and spent most of his career in the entertainment business designing and staging concerts for the likes of Rod Stewart, Stevie Wonder and George Michael. He founded YO! Sushi in 1997, introducing the UK’s first conveyor belt sushi bar. The concept turned dining out into a complete entertainment experience, featuring call buttons, robot drinks trolleys and Japanese TV. The first restaurant opened in the heart of Soho and became an overnight phenomenon. As a “Dragon” on BBC Two’s worldwide hit programme Dragons’ Den, and due to his entrepreneurial success, Simon has developed a strong reputation on the worldwide public speaking circuit. The restaurant concept evolved in the meanwhile to further YO! Brands. The first YOTEL opened in 2007 as a solution to “boring and expensive hotels” and YO! Home is on track to bring in 2016 the “re-invention of the city apartment”. further moves for mergers and acquisi- tions will certainly be in the menu. QUILVEST PRIVATE EQUITY Quilvest Private Equity is the private equity arm of the Quilvest Group, a lead- ing, global, independent wealth man- ager and private equity investor, with a presence in Europe, the Americas, Asia and the Middle East. Since 1972, Quilvest Private Equity invests and accompanies private small and medium sized companies in their strategic development over the long term. With a team of nearly 100 profes- sionals investing both directly into com- panies and in funds and a global footprint (in Luxembourg, Paris, New York, London, Hong Kong and Dubai), Quilvest Private Equity manages approximately €4.4 billion of assets. The private equity house is an
  • 24. Backed by Banque Internationale à Luxembourg (BIL), BIL Manage Invest (BMI) is a leading third party management company specialized in the structuring, set-up and ongoing management of traditional and alternative investment funds. Operating in an open architecture environment, BMI provides its clients with a single point of contact in Luxembourg through which to manage their investment fund structures in full compliance with the relevant directives and regulations. • Fund structuring and set-up • Portfolio management across different asset classes • Risk management and investment restriction monitoring • Initial and ongoing due diligence • Product Management and oversight of the service providers • Assistance with fund distribution BMI offers tailor-made fund governance and management company solutions allowing its institutional clients to focus on their core business, enhancing their performance and growing their investor base. www.bilmanageinvest.com Tailor-made fund governance and management company solutions BIL Manage Invest SA - 42 rue de la Vallée - L-2661 Luxembourg - T : (+352) 272 160 9840 - E : stephen.roberts@bilmanageinvest.com
  • 25. active investor in the restaurant and hospitality sector. Following its successful investment in YO! Sushi in 2008, Quilvest became the largest shareholder in 2011 of Tortilla, a rapidly growing UK-based chain of Mexican quick-service restaurants, which has grown from 7 sites at the time of Quilvest’s investment to 27 sites in the UK today. Quilvest Private Equity offers investment opportunities to its private and institutional investors on a large range of direct investments, private equity and private real estate funds, CAPITAL #7 I 25 COVER STORY and through strategic partnerships, with a total alignment of interests. QUILVEST GROUP Held by the same family for seven gen- erations, Quilvest is an international financial group born from an industrial success at the end of the 19th century. With approximately €34bn of assets under management, Quilvest is a lead- ing global independent wealth manager and private equity investor dedicated to wealth preservation and generation. Internationally present with 13 offices in ©DR 10 countries and a team of nearly 400 professionals, Quilvest is an international group established in all major financial centers. Quilvest’s sophistication, history and stability attest to the consistency and trustworthiness required to manage the wealth of private investors, families and institutions alike. “Under Quilvest’s ownership and stewardship […] YO! Sushi almost tripled in size and underwent transformational growth.”
  • 26. INVEST EUROPE ENHANCING INVESTOR’S PROFESSIONAL STANDARDS PRIVATE EQUITY INDUSTRY AFFIRMS COMMITMENT TO GREATER TRANSPARENCY AND ACCOUNTABILITY WITH UPDATED PROFESSIONAL STANDARDS HANDBOOK AND INVESTOR REPORTING GUIDELINES. I nvest Europe’s 2015 Professional Standards Handbook is the most comprehensive and up-to-date set of guidelines for the European private equity, venture capital and infrastructure industry. Incorporating the latest Investor Reporting Guidelines, the standards raise the bar for fund managers’ trans- parency with investors and portfolio companies, integrating responsible investment considerations throughout and taking into account the latest changes in the European regulatory framework surrounding the industry. Formerly the European Private Equity and Venture Capital Association, Invest Europe has been the guardian of profes- sional standards for over three decades. In that period, the industry has grown into one which backs over 25,000 busi- nesses, from start-ups to established firms, employing up to 8 million people across Europe. The highest operating and reporting standards are crucial given the size and significance of European private equity today, which represents €545 billion of assets under management, as well as its pivotal role in providing healthy returns to Europe’s savers through pension funds and insur- ance products. The Professional Standards Handbook pulls together the association’s Code of Conduct, which is mandatory for its members, and accompanying guidance, with the revised Invest Europe Investor Reporting Guidelines and the International Private Equity and Venture Capital Valuation Guidelines. Its 2015 update reflects the recent evolution of regulation as well as market develop- ments, particularly around responsible investment practices and investor demands for greater transparency. The product of close collaboration between General Partners, Limited Partners and industry advisers, it is the culmination of 18 months of tireless work by Invest Europe’s Professional Standards Committee (PSC) led by Bill Watson and Marta Jankovic, and its two main Working Groups: the Working Group on Accounting Standards, Valuation and Reporting, and the Responsible Investment Roundtable. It also follows two extensive member consultations (one at the start of the process and one at the end) to ensure a true consensus on the recommendations. The reason for all this effort is clear. Our industry is in the spotlight like never before – and this is the opportunity to shine rather than shrink. The European Commission has placed venture capital and private equity at the heart of its drive to create a Capital Markets Union that will help Europe’s growing businesses access more sources of funding [to grow]. So, we need to demonstrate how professional excellence comes as a standard, with managers integrating responsible invest- ment considerations into the life cycle of their funds and the investments that they make, along with transparent (financial and non-financial) reporting and competi- tive returns for investors. Private equity fees and charges are a perennial topic of debate, with large 26 I CAPITAL #7
  • 27. institutional investors around the world increasingly calling for more clarity on how carried interest and fees are calcu- lated. Designed to provide best practice investor reporting, Invest Europe’s Professional Standards Handbook sets out clear guidance for private equity firms on when and how to report on fees, carried interest and fund operating expenses, recognising that commercial terms need to be clearly set out and agreed between the GP and LP. While many private equity firms already operate this way, outlining this best prac- tice in the Handbook and Investor Reporting Guidelines sets the industry benchmark in Europe and creates an attractive environment for global investors. With Europe-wide fund managers and their investors, as well as industry advis- ers, creating the Handbook’s standards together, there is now a cool, calm consen- sus on what has been a heated debate. Fee disclosure is not the only area where improved guidance is provided. Environmental, social and governance (ESG) issues have become central to investors and fund managers over recent years. Responsible investment is not an afterthought, nor a box to be ticked, but rather a way of working that is increas- ingly ingrained into everyday operations at private equity firms and their portfolio companies. The Handbook mirrors this development by incorporating ESG considerations throughout. During fundraising for exam- ple, the standards emphasise the need for ESG discussion and disclosure to allow investors to conduct due diligence on the GP’s policy and processes, and identify risks and opportunities within a fund and its companies. Agreeing the mechanisms to monitor and ensure com- pliance over the fund’s life is also an important part of the commitment pro- cess. The Handbook also outlines how to approach ESG when investing in CAPITAL #7 I 27 ©DR “Our industry is in the spotlight like never before – and this is the opportunity to shine rather than shrink.”
  • 28. INVEST EUROPE 28 I CAPITAL #7 companies, including tools such as detailed ESG questionnaires and site visits to identify risks and opportunities and the importance of a GP’s investment analysis covering non-financial informa- tion such as ESG Key Performance Indicators (KPIs). Finally, the Handbook also emphasises the importance of con- sidering the impact of ESG factors at exit. As in the past, Invest Europe’s Code of Conduct is mandatory for its mem- bers and remains unchanged from prior editions. Its six rules are: act with integrity, keep your promises, disclose conflicts of interest, act in fairness, maintain confidentiality, and do no harm to the industry. Extending from these basic principles, the Handbook provides guidance for all aspects of fund operations, laying out best practice and recommendations for fund formation, fundraising, investment, exit and the sound management of the fund manager itself. As the industry is increasingly tightly regulated, the Handbook also reflects recent changes in the legislative and regulatory framework, taking on board the requirements of, for example, the Alternative Investment Fund Managers Directive (AIFMD), which came into force in 2013. These laws and regulations will continue to take shape and evolve, and will have considerable consequences for the industry. While not a compliance manual or a detailed guide to these rules, the Handbook seeks to clarify how existing standards are best articulated within an AIFMD and regulatory frame- work and highlights where its impact is viewed as particularly important. There is no doubt that regulation places a burden on the private equity and ven- ture capital industry, but it is here to stay and has its upsides. The fund manage- ment and marketing passport foreseen in the AIFMD has the potential to be a quality stamp for private equity, facilitat- ing capital-raising from investors in other European member states and interna- tionally through, among others, recipro- cal agreements. It is one of Invest Europe’s priorities now to make sure the passport is fairly and consistently imple- mented and any roadblocks to that free movement of capital are torn down. This is all the more essential, given the importance of the private equity and venture capital industry to the real econ- omy. Since 2007 it has invested €350 billion in European companies to drive growth, jobs and innovation. Over the last five years, Invest Europe members have backed about 5,100 companies a year, 80% of which are small or medium- sized enterprises – crucial for boosting the European economy. The industry’s robust investment record throughout the financial crisis has reso- nated with policymakers and investors, who appreciate private equity’s long- term approach to investing and its returns performance. Nonetheless, investor expectations and regulation are continually evolving, so this solid – and regularly updated – set of professional standards is essential. Invest Europe’s Professional Standards Handbook helps to meet these demands and allows the industry to showcase the characteristics of its unique business model and the benefits its investments generate for Europe. INVEST EUROPE’S PROFESSIONAL STANDARDS COMMITTEE (PSC) LEADERS Bill Watson, Professional Standards Committee Chair, Invest Europe Marta Jankovic, Professional Standards Committee Vice- Chair, Invest Europe READ THE HAND BOOK By Dörte Höppner - Chief Executive, Invest Europe ©DR ©DR©DR “Environmental, social and governance (ESG) issues have become central to investors and fund managers over recent years.”
  • 29. EUROPE CAPITAL #7 I 29 2015 PINPOINTED A SHIFT IN THE REGULATORY PENDULUM. WHILST WE ARE STILL IN THE PROCESS OF IMPLEMENTING THE POST-FINANCIAL HEAVY REFORM AGENDA, THE EUROPEAN COMMISSION IS NOW BLOWING A NEW WIND WITH THE PUBLICATION OF ITS CAPITAL MARKETS UNION ACTION PLAN ON SEPTEMBER 30, 2015. T his ambitious plan aims at devel- oping a strong European Capital Market, with the objectives of increasing financing options for the European economy, including SME’s and infrastructure projects. The plan lists 33 measures that kick off between 2015 and 2017. Many of these measures are opportuni- ties for asset managers, who are expected to play a key role in building the capital markets union. These actions run across topics such as: • Financing start-ups and SME’s (Pan- European venture capital funds of funds and multi-country funds, study on tax incentives for venture capital and busi- ness angels, loan origination funds, reports on crowndfunding, pan-Euro- pean information systems on SME …) • Make it easier for companies to raise capital on capital markets (review of prospectus directive, remove barriers to SME admission on public markets and SME Growth Markets, address the debt-equity bias as part of Common Consolidated Corporate Tax Base…) • Investing in long term, infrastruc- ture and sustainable investment (SII and CRR calibration for ELTIF’s and infrastructure, review of the cumulative impact of the financial reform) • Fostering retail and institutional investment (assessment of the pru- dential treatment of private equity and privately placed debt in Solvency II, retail financial services and insurance, EU retail investment product markets assessment, European personal pen- sions, addressing barriers to cross- border distribution of investment funds) • Leveraging baking capacity to sup- port the wider economy (Simple, transparent and Standardised (STS) securitisation, framework for covered bonds) • Facilitating cross-border investing (securities ownership rules, insolvency regime, tax discrimination, WHT…). Since the publication of the action plan the European commission has already made progress on some of these actions points – consultation on EuVECA regula- tion review, review of prospectus direc- tive, call for evidence on the cumulative impact of financial reform, for instance. Many more are expected for 2016 and 2017. PE managers shall take note of the following: proposal for Pan-European venture capital fund of funds (Q2 2016), initiative on business insolvency (Q4 2016), study on tax incentive for venture capital and business angels (2017), ini- tiative to develop a Pan-European infor- mation system on SME (2017), assessment of the prudential treatment of private equity and privately placed debt in Solvency II (2018). The European Commission’s action plan aims to both reduce and improve regula- tion. The Commission also demonstrated willingness to dialogue with the industry, in order to ensure that the measures adopted will help build a stronger Capital Markets Union and ultimately increase the financing of the real economy. Let’s seize this opportunity to ensure that the new framework will be fit for purpose. FROM THE SHADOWS TO MARKET BASED FINANCE – A REAL OPPORTUNITY FOR PE? Capital Markets Union WHO BENEFITS FROM CMU START-UPS AND SMES: WIDER ACCESS TO FUNDING SAVERS AND INVESTORS: MORE OPPORTUNITIES TO PUT MONEY TO WORK INFRASTRUCTURE PROJECTS: MORE INVESTMENT FLOWS MEDIUM AND LARGE COMPANIES: ACCESS TO CROSS-BORDER INVESTMENT BANKS: SAFE WAYS TO LEND TO HOMES AND BUSINESSES 1. 2. 3. 4. 5. EUROPE'S ECONOMY: MORE DIVERSE AND RESILIENT By Nathalie Dogniez Partner, PwC ©DR
  • 30. ROADSHOW 30 I CAPITAL #7 “USE AN AIFM PLATFORM TO ACCELERATE YOUR GROWTH IN EUROPE!” I n November 2015, LPEA held its Roadshow in New York City. This was the third time LPEA promoted Luxembourg as a European hub for Private Equity in New York. This edition focused on “Luxembourg, a fund platform for European Operations”. In line with the increased level of interest shown by US managers in relation to Luxembourg fund structures, the event was very well attended and attracted more than 100 participants keen to learn about Luxembourg Fund structuring options. In the first session, I had the pleasure to present together with Frédérique Liffrange from Elvinger Hoss Prussen the key features of a typical Private Equity fund platform for US-based Private Equity houses. In the second session, Marc Feider from Allen Overy moderated a panel which included US-based GPs who shared their experience relating to Luxembourg AIFMD compliant fund structures with the audience. The key messages from the US GPs were as follows: COST AND TIME, BUT ALSO AN OPPORTUNITY Implementing the AIFM regulation is not a straightforward exercise as it requires reviewing existing organization, pro- cesses and functions in detail and some- times involves reshaping these in accordance with AIFMD requirements. In some cases where US PE houses have historically had limited operations in Europe, they have needed to design new processes and functions. While such an exercise inevitably leads to additional cost and time for the GP, it can be an opportunity to straighten things out and identify weaknesses or inefficiencies in existing organizations and processes. Once these deficiencies have been diag- nosed, the GP can set out and rectify the flaws. A MORE HARMONIZED APPROACH Before the Directive came into play, the European market was highly fragmented with each member state having its own framework for operating in its country. US GPs saw Europe as a patchwork on dif- ferent regulations, making it very difficult to operate in an efficient and streamlined manner across all Member States AIFMD has undoubtingly brought a more standardized approach allowing organi- zations to operate more efficiently. Not only does this make the creation of European-wide technology platform more feasible, but it points towards the opportunity to outsource non-core opera- tions. Essentially, it means that from a situation where GPs had to implement a country-based model with each member state dictating its own rules and princi- ples, they moved to a single European based model where processes, organi- zations and practices can be aligned and streamlined across the Member States, bringing a new form of efficiency. There might be, however, issues for smaller GPs who struggle to enter. Smaller managers may find the costs ini- tially too high. The use of specialized ser- vice providers is probably a good solution to tackle this issue. MARKETING PASSPORTS The AIFMD allows authorized EU GPs to raise funds from professional investors across Member States without having to comply with the individual requirements of each country’s national private place- ment regimes. Following a consultation period, the European Securities and Market Authority has published its advice on extending this “passporting” scheme to the non-EU managers. It was sug- gested to managers registered in US that they could be granted equivalence pro- vided they meet certain AIFMD require- ments and obtain a license. The timing for this to be implemented is still very much unclear. Therefore, as of today, the US GPs have two options if they wish to raise capital from European professional investors: 1. The GP can establish an AIFM; 2. The GP can opt to use a third party AIFM. While large managers with broad expo- sure to the European market would typi- cally go for option 1, other managers not necessarily smaller in size globally, but Feedback from the US
  • 31. CAPITAL #7 I 31 with a reduced exposure to the European market would go for option 2. THE BIG PICTURE It is clear that this regulation was not wel- come by GPs in general, and even more so by those not so familiar with the European regulations. There is no doubt that there are additional costs involved but the harmonization of the regulation across the EU does create opportunities for the industry in Europe to improve operational efficiency and to raise capital in a more orderly fashion as was not the case under the old regime. Some stake- holders may struggle to keep up, but for those with adequate resources and an eye on strategic benefits the directive can bring, the AIFMD marks a new chapter in Private Equity in Europe. Overall, US-based GPs who decided to implement an AIFMD platform in Europe highlight that it is not an easy and straight- forward exercise, especially, when you have had limited exposure to European regulations in the past. They are however unanimous on the benefit AIFMD can bring. As they say: “The challenge is to have it up and running. […] Once it is done, you can leverage it on all your prod- ucts. […] You only see the benefits once you have launched your first Fund”. From what we heard, to minimize the bur- den and maximize the benefits, the key points US GPs should consider are: US-based GPs seeking European cap- ital should weigh the options availa- ble. Is it worth waiting for the equivalence (with uncertainty about timing and the added regulatory requirements) or should you use a parallel structure? Should US-based GPs outsource? Have they thought about the opportunity to standardize operations and technology across Europe? Could they outsource some on their non-core operations to focus on building scale across their European platform? How could US-based GPs best use the passporting scheme? Are they thinking strategically enough about the opportuni- ties this could bring? Which new fund distribution skills does their firm need to acquire? How could they align investors with specifics products? LPEA will be returning to New York on May 25th, with an additional presentation in Boston expected the day after. By Olivier Coekelbergs, Private Equity Leader, EY Luxembourg “Implementing an AIFMD platform is not a straightforward exercise but once in place it can be leveraged in all products.” ©DR “Sharing the experience: first person testimonials” session at the LPEA roadshow in New York of November 2015. From left to right: Jérôme Wittamer (LPEA), Stephen Swanson (Alliance Bernstein), Janine Diljohn (HQ Capital Private Equity LLC) and Marc Feider (Allen Overy).
  • 32. COUNTRY PROFILE 32 I CAPITAL #7 WAITING OUT THE STORM? C hina is the world’s second larg- est economy and accounts for one third of global growth. Its increasing importance as a key driver of the world’s economic growth has been one of the defining global macro trends of the last decade. The past few months, however, saw macroeconomic headwinds emerge as China sought to continue its shift from its export-led roots to a more balanced consumption driven model. Slowing growth rates, a recent extreme volatility in China’s public equity markets, as well as the Renminbi’s deval- uation, have challenged the market and the operating environment for private equity. From an investment perspective, the cur- rent market conditions have had little impact so far: from Q1 to Q3 2015, Private Equity fund managers deployed EUR 9.9bn and completed 413 deals in China, on par with capital invested and exceeding the number of deals during the same period in the prior year. The most active PE dealmakers in China included IDG Capital Partners, CDH Investments as well as Junlian. Valuations across a number of industries declined, providing PE firms with attractive entry points for investments. Fundraising in China, which has been slow throughout 2015, dropped by 41% year-on-year as of Q3. However, a handful of ambitious funds were launched targeting EUR 1bn. On the exit side, opportunities decreased significantly in the past few months. Only three PE-backed IPOs were recorded in Q3 2015, a huge drop from the 22 recorded in Q2. The temporary ban on Chinese IPOs, the challenges of listing overseas and the lack of trading plat- forms required for MA transactions have put the market under pressure. Private equity in China
  • 33. CAPITAL #7 I 33 While significant macro challenges remain, many observers expect that ongoing reforms will help China pave the way for sustainable, albeit lower, growth. Indeed, many of the reforms put in place already brought greater clarity to the shape of industry oversight, putting an end to some of the ambiguity that has characterized PE oversight for several years. Perhaps more importantly, new regulations effectively increased the potential universe of investible compa- nies for both domestic and offshore PE firms. One such reform streamlined the notification and approval process for cross-border investments, promising to increase the competitiveness of out- bound bids. In July 2014, the Chinese PE firm Hony Capital acquired a majority- stake in UK-based PizzaExpress. The secondary buyout valued at EUR 1.1bn and has represented so far the largest acquisition of a foreign company by a Chinese PE firm to date, though almost certainly not the last. Recently, the central government initiated a series of policies to develop the indus- try, with the launch of the EUR 7.5bn Silk Road Funds, EUR 5bn National Emerging Industrial Venture Capital Leading Funds and EUR 36bn National Insurance Investment Funds. Moreover, local gov- ernments like Beijing, Shandong, and Xiamen are actively promoting the devel- opment of the private equity industry. The implementation of the Internationalization of RMB and the ‘Go Global Strategy of Chinese Enterprises’ have created a bet- ter environment for the collaboration between local and international private equity industries. Over the past few years, more and more investors have realized the benefits of equity financing, especially for the large number of SMEs and start-ups in China. A growing number of people have started to work in the industry and will gradually understand the advantages of operating private equity. In the meantime, the pro- motion of entrepreneurship, innovation and the PPP investment models will attract large numbers of investors to put venture capital, private equity, MA and funds of funds into practice. In order to liberalize the capital market and to encourage the internationalization of the Renminbi currency, the Chinese government has launched a series of cross border programs. Key programs impacting private equity players include: • Qualified Domestic Investment Entity (QDIE) program which allows Chinese investors to invest in private equity, real estate, equities, bonds and derivative markets overseas; • Qualified Foreign Limited Partner (QFLP) program which allows foreign- invested private equity funds and fund management companies to raise for- eign currency funds offshore and con- vert their foreign currency capital into RMB in order to invest in the Chinese market; • Renminbi Qualified Foreign Limited Partner (RQFLP) which is effectively an extension of the QFLP and permits qual- ified foreign-invested private equity funds to use offshore Renminbi (as opposed to foreign currency). Interest in China remains high for private equity firms. Low PE penetration relative to developed markets, a significant financing gap for small and medium busi- nesses, and the continued growth of the country’s middle class will all provide sig- nificant tailwinds for PE investors over the coming years. Firms continue to raise new funds, and significant deals continue to occur. China remains rife with opportu- nity. The challenge, as always, lies in identifying those opportunities. PE firms with well-defined and well-articulated strategies predicated on adding lasting and tangible value will be those that ben- efit most from China’s new direction. HOW ABOUT LUXEMBOURG? Diplomatic relations between Luxembourg and China were established in November 1972, but ties go back more than a century ago, when Luxembourgish steel engineers went to China. Today China is Luxembourg’s largest trading partner in Asia, and the Grand Duchy is its largest foreign investment destination in the EU. Today the Chinese presence in Luxembourg includes six largest banks, mostly with their European headquarters, asset managers, but also companies in non- financial areas such as logistics, automotive and space technology. “Interest in China remains high for private equity firms.” and Carmen von Nell-Breuning, Senior Manager, EY Luxembourg By Amanda Yeung, Director, EY Luxembourg ©DR©DR ©DR
  • 34. TAX 34 I CAPITAL #7 A 360° VIEWPOINT ON TAX IN LUXEMBOURG IN NOVEMBER OF LAST YEAR, ATOZ, THE LUXEMBOURG BASED TAX ADVISORY FIRM PRESENTED THE RESULTS OF A SURVEY CONDUCTED IN PARTNERSHIP WITH QUEST MARKET RESEARCH. THE SURVEY, ATOZ TAXTRENDS 2015, ASKED 300 DECISION MAKERS AND 1000 HOUSEHOLDS ABOUT TAX IN THE GRAND DUCHY. THE SURVEY RESULTS PROVIDE SOME INTERESTING INSIGHT INTO HOW THE BUSINESS WORLD AND PRIVATE CITIZENS VIEW THEIR FISCAL ENVIRONMENT IN THIS CURRENT CLIMATE OF CHANGE AND UNCERTAINTY FOR TAX POLICY IN LUXEMBOURG AND ABROAD. INFORMATION GAPS Many countries in the EU compete with each other and market themselves, more or lesssuccessfully,asidealplacestodobusi- ness. Luxembourg, like Ireland and the UK, is well-known for its business friendly envi- ronment and advantageous business tax system. However, the survey shows that decision makers rate Ireland business friendlyat77%andtheUKbusinessfriendly at 60% while at the same time admitting to have little knowledge about the respective tax systems in these countries. Only 15% of decision makers would say that they know the Irish system well or very well, while 17% say the same for the UK. This gap between knowledge and perception seems to say thatevenwithoutathoroughunderstanding of taxation systems, decision makers have preconceived ideas as to which countries are best for businesses. Luxembourg can take note: a business-friendly image, inter- nationally, is a valuable asset. THE LUXEMBOURG TAX ENVIRONMENT Sixty-nine percent of decision makers con- sider Luxembourg to be a business friendly country. On the whole, Luxembourg is seen by those who know it best as busi- ness friendly. However, in order to gain a deeper understanding of how the Luxembourg taxation system serves as a factor in creating business friendliness, decision makers were asked specifically about tax predictability and their relation- ships with the tax authorities. Luxembourg decision makers see their tax environment rather positively, with half reporting good or very good relationships with the tax authorities and over half (60.4%) rating tax predictability as good or very good. These results are an illustration of a tax environ- ment in which businesses can benefit from both a high-level of certainly regarding their tax bill and a reassurance that their exchanges with the tax authorities will not become problematic. This is a great USP for Luxembourg, and care should be taken not to let the numbers slip. DIVERGENT OPINIONS A comparison of the responses of Luxembourg households and those of decision makers leads to some thought- provoking conclusions. In short, as illus- trated in the figures, these two groups are rarely on the same page regarding taxa- tion. Regarding Luxembourg’s competi- tiveness, decision makers rated the tax environment as the most important factor while households put it in 5th place, prefer- ring social and political stability. When asked about where the focus of tax initia- tives should lie, decision makers were far more concerned with attracting foreign investments, while one-third of households believed that tax initiatives should encour- age job creation. It is evident that these two groups could benefit from enhanced com- munication. Households need to under- stand that often, job creation is a direct consequence of increased levels of foreign investment, whereas decision makers could be more attune to the priorities of Luxembourg households and consider job creation alongside profitability for their businesses. CONCLUSION These survey results come at an important time for all industry players. Luxembourg has suffered through a year of bad press related to international scrutiny of the tax ruling system. Regulatory changes, nota- bly the OECD’s recommendations on BEPS, present additional challenges for the financial sector at large. Perhaps we can begin to answer the question of what Luxembourg can do to stay competitive in this “new normal” of our post-BEPS world by asking those who stand to be the most concerned. ATOZ TaxTrends
  • 35. CAPITAL #7 I 35 of decision makers rate their relationship with the Tax Authotities as GOOD or VERY GOOD HOW WELL DO YOU PERSONALLY KNOW THE TAXATION SYSTEM FOR BUSINESSES IN THE FOLLOWING COUNTRIES? IN YOUR VIEW, HOW BUSINESS FRIENDLY ARE THE FOLLOWING COUNTRIES WITH REGARDS TO TAXES? HOW WOULD YOU EVALUATE THE TAX PREDICTABILITY FOR BUSINESSES IN LUXEMBOURG AT THE MOMENT? WHERE SHOULD THE FOCUS OF FUTURE TAX INITIATIVES LIE? EVALUATE ON A SCALE FROM 1 TO 6 THE FOLLOWING ASPECTS OF LUXEMBOURG’S COMPETITIVENESS (FINAL RANKING). 1/2  EXCELLENT  GOOD  NEITHER GOOD NOR BAD  POOR  VERY POOR  DON’T KNOW OR CAN’T TELL 1,7% 5,7% 7,7% 52,7%21,0% 11,3%
  • 36. LIFESTYLE 36 I CAPITAL #7 LUXEMBOURG’S GROWING ART SCENE INTERVIEW WITH THE MAN BEHIND THE LUXEMBOURG ART WEEK. A lex Reding is the Luxembourg art gallery owner behind Luxembourg Art Week, the suc- cessful event held in November of last year uniting the annual exhibition of the CAL (Cercle Artistique de Luxembourg) and 19 Luxembourg and international galleries for a first-of-its- kind event featuring guided tours, confer- ences and other artistic encounters. With his gallery, Nosbaum Reding celebrating its 15th anniversary in 2016, we took the time to sit down and chat about Alex’s unique profession and his vision for the future of art in Luxembourg. How have Luxembourg art galleries changed since you opened Nosbaum Reding 15 years ago? While it is true that Luxembourg is a small country, with a relatively small capital city, the art scene here is growing. In the last two or three years a number of gal- leries have opened their doors in Luxembourg, and they are flourishing. It is important to realise that despite Luxembourg’s size, we remain the only city in a 100-150 kilometer radius that can play host to a large number of galleries, museums, and other cultural events. This is a big change from 15 years ago when the market was dominated by a handful of gallery owners who had a more traditional approach. At this time it was difficult, and nearly impossible for newcomers to break into what could be considered a closed world of established galleries – and buyers. My generation was able to disrupt tradi- tion and bring a more professional aspect to this industry which had been more of a hobby for gallery owners of the past. We introduced the role of consult- ant, we branched out internationally, and we sought to make sure the needs of our buyers were met. The new generation of galleries appears to follow that path. For example, an institutional buyer will not have the same goals and expectations as a private collector. As a gallery owner, it is important to cater to all clients. I myself participate in around seven European art fairs per year. Lastly, what has allowed the new galler- ies to flourish has been the increasing number of expats in Luxembourg, in the last years the expat population in Luxembourg has increased two- or threefold. Many expats are art lovers and collectors, with a high level of savoir- vivre. An educated, cultured and inter- ested population is a real treasure for an art gallery owner.
  • 37. CAPITAL #7 I 37 Luxembourg Art Week was a remarkable success that many people did not expect. Are you able to give a little information about the next edition of Art Week? It’s true, the participating gallery owners, the visitors, and the sponsors were all delighted at how successful the event turned out to be. Over 7000 visitors came through the doors of the Halle Victor Hugo during the six-day event. Art Week allowed foreign galleries new to Luxembourg to gain some or a better knowledge about what Luxembourg art buyers are looking. The market here is quite particular, and gallery owners can- not simply transpose a model which works in France or Germany and expect it to work in Luxembourg. As far as 2016 is concerned, the event in itself will be similar and held at the same time of the year (9 – 13 November 2016). We are expecting 10 – 20% more galler- ies to be present. Regarding the Cercle Artistique de Luxembourg, the CAL and their annual exposition will remain an integral part of the Luxembourg Art Week. By combining both events, each one benefits from the increased exposure. What is your vision for the future of the art scene in Luxembourg? The cultural offering in Luxembourg is very rich, but with only 150,000 people in the capital and its immediate surround- ings, it’s unreasonable to expect more than 50,000 museum visitors per year and per museum notwithstanding some recognized treasures in the city museums. The only way around this is to look beyond our borders. To attract foreign visitors, it will be necessary to change the way art exhibitions are handled. This to my mind applies both to museums or public institutions and private galleries. Actors should be more open to new sponsors, and renew expositions with a higher frequency. This is precisely what we are trying to accomplish with Luxembourg Art Week. Art has moved from a pastime to a finan- cial commodity, a real part of the econ- omy. In the future, this will only become more and more apparent. It’s a great opportunity for gallery owners. However, we have to remain aware of the additional challenges. Gallery owners have to fulfill the expectations of an increasingly demanding local and international mar- ket. Some institutional actors are not yet aware of this shift. Therefore, the burden lies on local gallery owners to take charge and adapt to the new paradigm. Alex Reding was interviewed by Vivien Horvath (Atoz) and Tom Loesch (Etude Loesch). “Art has moved from a pastime to a financial commodity, a real part of the economy.” ©DR
  • 38. EVENT 38 I CAPITAL #7 NEW YEAR’S EVENTTHE LUXEMBOURG PRIVATE EQUITY AND VENTURE CAPITAL COMMUNITY WELCOMED THE NEW YEAR IN OUR TRADITIONAL “NEW YEAR’S EVENT”. THE SOIREE BROUGHT TOGETHER MOST OF THE ASSOCIATION’S MEMBERS FOR AN EVENING OF NETWORKING AND FUN. TWO ANNOUNCEMENTS WERE RESERVED FOR THE EVENING: THE PRESENTATION OF OUR NEW WEBSITE AND A PREVIEW OF A PROMOTIONAL VIDEO FOR THE SECTOR (SEE PAGE 4). PARTICIPANTS WERE ALSO INVITED FOR A WINE TASTING EXPERIENCE BY THE 4 CENTURIES OLD GERMAN WINERY C. VON NELL-BREUNING.
  • 39. CAPITAL #7 I 39 ©DR
  • 40. Need help with fund formation? Loyens Loeff is a leading Luxembourg law firm providing comprehensive and fully integrated legal and tax advice in relation to fund structuring. We assist our clients in the structuring and implementation of alternative funds pursuing all major investment strategies including private equity, real estate, hedge, infrastructure, mezzanine, healthcare, renewable and alternative energy as well as UCITS. Our investment management practice is the largest in the Benelux, including one of the largest teams in Luxembourg, offering a full range of investment management services. Contact: Loyens Loeff Luxembourg S.à r.l., 18-20 rue Edward Steichen, L-2540 Luxembourg, T +352 466 230 www.loyensloeff.lu
  • 41. LPEA IN BRIEF ABOUT LPEA EXECUTIVE COMMITTEE TECHNICAL COMMITTEE LEADERS TheLuxembourgPrivateEquityandVentureCapitalAssociation(LPEA)istherepresentative body of private equity and venture capital professionals in Luxembourg. With over 130 members, LPEA plays a leading role in the discussion and development of the investment framework and actively promotes the industry beyond the country’s borders. Luxembourg disposes of a stable tax regime and is today at the forefront of international PE regulation providing a flexible, secure, predictable and multi-lingual jurisdiction to operate in. LPEA provides a dynamic and interactive platform for its members to discuss and exchange information and organises working meetings and networking opportunities on a regular basis. If Luxembourg is your location of choice for private equity, LPEA is where you actually join the industry! HANS-JÜRGEN SCHMITZ Honorary President GILLES DUSEMON Technical Committee Leader Tax Committee: Marianne Spanos, Patrick Mischo Promotion Committee: Stéphanie Delperdange, Alexandre Prost-Gargoz Legal Committee: Marie Amet-Hermes, Katia Panichi Accounting Valuation Committee: David Harrison, Yves Courtois Market Intelligence Training Committee: Maarten Verjans OLIVIER COEKELBERGS Vice- Chairman JÉRÔME WITTAMER President ANTOINE CLAUZEL Member CHRISTOPH LANZ Member EMANUELA BRERO Vice- Chairman PATRICK MISCHO Secretary PAUL JUNCK Managing Director ECKART VOGLER Treasurer CAPITAL #7 I 41
  • 42. EVENTS’ CALENDAR 22-25FEBRUARY 2016 4FEBRUARY 2016 9MAY 2016 OCTOBER 2016 4MAY 2016 25MAY 2016 22-23NOVEMBER 2016 DECEMBER 2016 26MAY 2016 SEPTEMBER 2016 BERLIN Super Return International ZURICH LPEA Roadshow LUXEMBOURG General Assembly of LPEA NEW YORK LPEA Roadshow LONDON LPEA Roadshow NEW YORK LPEA Roadshow LUXEMBOURG European Alternative Investment Funds Conference MUNICH LPEA Roadshow BOSTON LPEA Roadshow PARIS LPEA Roadshow 42 I CAPITAL #7 ©DR
  • 43. law is our art the leading business law firm in Luxembourg 95 experts in Private Equity
  • 44. Your Independent AIFM in Luxembourg Specialists in Private Equity, Real Estate and Debt 3rd party AIFM Solutions Portfolio Management Risk Management Substance Compliance Service Securitisation Platform ..... Luxembourg Investment Solutions S.A. Airport Center Luxembourg · 5, rue Heienhaff · L-1736 Senningerberg · T: +352 26 34 56-1 · F: +352 26 34 56-66 info@investment-solutions.lu · www.investment-solutions.lu