<p>Filter Knowledge</p>

Travers Smith LLP has advised long-standing client Bridgepoint and other selling shareholders on the sale of Estera to Inflexion-backed Ocorian for an undisclosed sum.

The FCA recently published a feedback report on its 5 Conduct Questions programme. Although the 5 Conduct Questions programme (5CQ) has been running for some years, and was originally aimed at wholesale banks and subsequently extended to certain other wholesale firms, the FCA says that its feedback on 5CQ is now relevant for all firms. Therefore, all firms should consider "if and how" they can effectively incorporate 5CQ into their own organisations.

Travers Smith LLP has advised leading mobile payments company WorldRemit on its agreement to raise $175 million in a Series D funding round led by returning investors, TCV, Accel and Leapfrog Investments.

The FCA has raised concerns about appointed representative (AR) arrangements entered into by firms in the investment management sector (including AIFMs, asset managers and advisorarrangers). The FCA has identified significant shortcomings in the way that principal firms oversee their ARs, and has found that principal firms often do not adequately assess the risks that the activities of ARs pose to the principal firm's business. In particular, the FCA has stated that it has significant concerns about the use of the "Host AIFM model" under which an AR provides advice to the AIFM, as its principal, and often markets and deals in the units of the AIF.

On 16 April 2019, the European Parliament adopted a new package of measures which will amend the existing regimes governing the cross-border distribution of collective investment funds in the EU: a Directive (CBD Directive) will amend the existing regimes for cross-border marketing of alternative investment funds (AIFs) and undertakings for collective investment in transferable securities (UCITS); and a
Regulation (CBD Regulation) will introduce new standardised requirements for cross-border fund distribution in the EU.

Travers Smith is very pleased to have won 'Private Funds - Regulatory Firm of the Year' for the fourth year running at the Who's Who Legal Awards 2019.

On 15 April 2019, H.M. Treasury published a consultation paper seeking views on the transposition of the Fifth Money Laundering Directive (MLD 5) in the UK.

Travers Smith LLP has announced today the promotion of four lawyers to its partnership, with effect from 1 July 2019. The new partners and their principal areas of practice are:

Travers Smith LLP has advised TruFin plc, the holding company for an operating group of companies that are niche lenders and early payment providers, on the £44.5 million sale of its interest in Zopa Group Limited and the demerger of Distribution Finance Capital Limited to Distribution Finance Capital Holdings plc.

The new Regulation on prudential requirements for MiFID investment firms (IFR) and the accompanying Directive (IFD) have now been passed by the European Parliament and, subject to adoption by the European Council (which is expected shortly), will become law.

On Monday 4 March, Travers Smith's client, the Pay.UK Group (the body responsible for the UK's retail payment systems), in conjunction with the Bank of England (the Bank), achieved a seminal milestone in delivering the UK Government's promise to further open up the UK's dynamic and fast-moving payment markets.

The EU Revised Shareholder Rights Directive (SRD II) is currently required to be implemented by 10 June 2019. It seeks to encourage long-term shareholder involvement through increased transparency and engagement between asset managers and asset owners.

"In this briefing we summarise some of those key known knowns and known unknowns which should be the focus of attention for firms in the coming year and beyond. As for the unknown unknowns, who knows?

Travers Smith LLP has advised Caledonia Investments plc ("Caledonia") on its agreement to acquire a minority stake in Stonehage Fleming Family & Partners Limited ("Stonehage Fleming"), one of the world's leading independently owned family offices.

There is much for funds to be positive about in the latest draft of the rules taxing non-residents on gains from UK land. In particular, the transparency and exemption elections are included in roughly the form expected, and HMRC has clearly listened carefully to concerns raised by the industry.

Travers Smith LLP has advised Livingbridge on the sale of its Baronsmead VCTs and Equity Funds investment management business (the “VC Business”) to Gresham House plc, a specialist alternative asset manager listed on the London Stock Exchange.

HM Treasury and FCA Brexit proposals for investment funds

HM Treasury and the FCA have published draft regulations and rules which contain their respective Brexit proposals for investment funds. These are designed to facilitate the "onshoring" of EU legislation relating to investment funds, including AIFs and UCITS funds, and to establish a temporary permissions regime following the UK's withdrawal from the European Union.

In this issue, the article considers a selection of the more significant or interesting FCA and PRA enforcement actions published between 1 June 2017 and 30 June 2018 in order to identify common themes and lessons that can be learnt by firms and individuals.

Travers Smith LLP has assisted its long-standing client, Euroclear UK and Ireland (EUI), on the successful launch of a new service for US dollar securities transactions under a central bank payment model (the US Dollar Service).