Growth finance. Deal Advisory. 23 November 2016

Transcription

1 Growth finance Deal Advisory 23 November 2016

2 Timings and speakers 8.30: Rob Kirkby, Advisory Executive Director, KPMG in the Channel Islands : Mark Ashburn, Associate Director, KPMG in the Channel Islands : Simon Greenhill and David Moxham, Royal Bank of Scotland Plc Leveraged Finance : David Madoc-Jones and Siobhan Murray, KPMG Debt Advisory London 9.50: Q&A 10:00: Close 2016 KPMG Channel Islands Limited, a Jersey Company 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. 2

3 KPMG Agenda Global M&A CI M&A trends Key due diligence matters Industry performance Future trends 2016 KPMG Channel Islands Limited, a Jersey Company 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. 3

4 Global M&A in 2016 Global M&A Trend 4,500 20,000 4,000 18,000 $ Bn 3,500 3,000 2,500 2,000 1,500 1, , , ,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 - Number of deals Q1 Value (US$b) Q2 Value (US$b) Q3 Value (US$b) Q4 Value (US$b) No. of Deals Source: Thomson Reuters, Mergers and Acquisitions Review Financial Advisors H KPMG Channel Islands Limited, a Jersey Company 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. 4

5 CEO global survey September 2016 NOW OR NEVER Which of the following describes your development plans to drive shareholder value for the next 3 years?* What forms of M&A or other significant deals do you expect to undertake in the next 3 years?* Inorganic growth (M&A or joint ventures) 55% Selling business(es), assets or capabilities Buying business(es), assets or capabilities 40% 41% Organic growth (new lines of business, geographic expansion) 55% Changing the capital structure with debt/financing 45% Collaborative growth (external partnerships or collaboration with other firms) 58% Changing the capital structure through equity Creating partnerships or collaborative arrangements with other firms 47% 50% * Percentages represent the proportion of the 100 CEOs surveyed who share a particular view 2016 KPMG Channel Islands Limited, a Jersey Company 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. 5

6 Current key trends in Channel Islands M&A Multi jurisdictional presence Access to new distribution channels New Business flows Availability bank debt Current Transaction Drivers Regulatory pressures Yielding counter cyclical investments PE buy and build strategy Industry consolidation 2016 KPMG Channel Islands Limited, a Jersey Company 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. 6

7 Equity gap Senior, majority & exiting shareholders Value expectations GAP Junior, minority & incoming shareholders 2016 KPMG Channel Islands Limited, a Jersey Company 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. 7

8 Due diligence themes cross sector Customer stickiness Strength of senior management IT due diligence Regulatory compliance Cash generative Corporate and private client risk Differentiated proposition Appropriate funding structure 2016 KPMG Channel Islands Limited, a Jersey Company 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. 8

9 2016 CI M&A highlights Inbound acquisitions Buyers Outbound Targets acquisitions Consolidators Buyer Target Buyer Target Buyer Target 2016 KPMG Channel Islands Limited, a Jersey Company 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. 9

10 Channel Island multiples Historic development of transaction valuation multiples by size of target in corporate, trust and fiduciary services market 16.0x 15.0x 14.0x 13.0x 12.0x 11.0x Transaction EV / EBITDA multiples 10.0x 9.0x 8.0x 7.0x 6.0x 5.0x 9.5x 7.2x 4.0x 3.0x 2.0x Jan-07 Jun-08 Oct-09 Feb-11 Jul-12 Nov-13 Apr-15 Oct-16 Aug-16 Transaction announcement date 2016 KPMG Channel Islands Limited, a Jersey Company 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. 10

11 Valuation drivers Valuation Professional services firm in corporate wrapper Private equity backed entity Partnership Evolution/Development 2016 KPMG Channel Islands Limited, a Jersey Company 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. 11

12 CI CSPs industry performance Annual Growth (%) Average Margins (%) 16% 14% 12% 60% 50% 10% 49% 48% % Growth 8% 6% 4% % Margin 40% 30% 44% 2% 0% 20% 22% 23% 20% -2% 10% -4% -6% Revenue Gross profit Net profit after tax 0% Net profit margin Gross profit margin 2016 KPMG Channel Islands Limited, a Jersey Company 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. 12

13 Listed fiduciary performance in 2016 Brexit Share price rebased to *As at October January 2016 February 2016 March 2016 April 2016 May 2016 June 2016 July 2016 Sanne Intertrust STM FTSE August 2016 September 2016 October KPMG Channel Islands Limited, a Jersey Company 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. 13

14 Predicted future trends in Channel Islands M&A Increasing partnerships/ JV s model PE exits (capital markets) Growth alternative assets Clients flight to quality Future Transaction Drivers Succession planning Next generation of clients Technology and service delivery models Service and jurisdictional diversification 2016 KPMG Channel Islands Limited, a Jersey Company 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. 14

15 RBS Regional Structured Finance, South Offshore M&A ~ A Lender s Perspective November 2016 Simon Greenhill and David Moxham Confidential

16 Agenda Regional Structured Finance ( RSF ) Who We Are Dedicated Specialist Team RSF South, Corporates Funds and Administration The Evolving Lending Landscape Product Innovation ~ RBS Evolution ~ Unitranche Alliance ~ Direct Co-Lending Arrangements A Lender s Perspective Key Learnings Summary 16

17 Regional Structured Finance ( RSF ) Who We Are The RBS Structured Finance Team focuses on the proactive origination and execution of event-driven financing for both existing and new clients. Commercial & Private Banking A national team of over 120 corporate finance professionals, operating on a regional basis with 20 based in the South region ~ comprising Bristol, Reading & the Offshore Territories. Regional Structured Finance Structured Finance London The team has extensive experience of originating, structuring and executing across a wide range of deal types, sectors and business size. Working alongside both Corporates and Sponsors, and drawing upon the market wide expertise across RBS, we are able to offer a holistic range of structured finance solutions with innovative products to meet the needs of the customer through their lifecycle, including: Scotland South Midlands North Bilateral or multi bank club transactions Complex acquisition or refinancing Sponsor backed transactions (including Management Buy Outs, Buy and Builds, Recapitalisations etc) Shareholder liquidity Public to Private Debt capital market transactions including Private Placements and Bond Issuance Syndication and underwriting Infrastructure and PFI transaction financing DC Advisory Transaction Volume

18 Dedicated Specialist Team Supporting the Indigenous RBSI Coverage Teams The RSF South Team has specific expertise in supporting sponsor and corporate backed investments across a variety of sectors. Where appropriate, flexible structures are tailored to help businesses capitalise on value creation opportunities. Responsible within RBSG for the Trust and Intermediary asset class from a financial sponsors perspective, RSF South provide support to RBSI and management teams. The team has built up considerable experience of leveraging offshore businesses with financial sponsor backing, together with follow on funding for acquisition opportunities. Our aim is to build a select portfolio of high performing offshore clients, across all sectors, and since Mar 12 we have completed 19 offshore transactions, including follow-on funding. Viewed by the market as the go to Transactional and Relationship banking team providing leveraged debt and market leading after care to the offshore market. 18

19 RSF South, Corporates Originating, structuring, and executing significant financing events for our customers South and Offshore focused origination and execution of our structured finance large & mid cap corporate loans and SME origination: Responsible for the execution of event-driven financings and re-financings for Corporate & Commercial customers Responsible for origination, deal structuring through to documentation. Focus on Bilateral and Syndicated transactions with a debt quantum > 30m Full product capability including IPO, Underwriting, Syndications Mid Market Debt Origination (MMDO) proactively identify and support high growth UK businesses in the midmarket Focus on strategic debt coverage to UK mid-market: Thought-led engagement alongside Coverage Focusing on where we can add value Thought led first to the client with ideas and strategies, prior to point of transaction Engaged in shared relationship plans Drive risk appetite debate Clients span SME to FTSE 250 with UK domiciled HQs and are: Management Buy-Outs Company Acquisitions Share & Balance Sheet Restructuring Roll-out Funding Growth & Development Capital The South Franchise Customers We help to support more UK midcorporates than any other bank 19

20 Trust and Fund Administration Key Sector Trends Increased regulation / legislation driving consolidation opportunities. Desire to diversify revenue streams (i.e. into corporate, personal, funds admin). Balancing growth in core markets with potential fee sensitivity. Globalisation of wealth driving roll out into new jurisdictions. More mature markets are relatively low growth & gaining organic share in a sticky market isn t easy. All against the backdrop of increased political rhetoric. 20

21 The Evolving Lending Landscape Primary UK Clearers Debt Funds Other Banks Competitor Type Summary Continue to lead the market. Some retrenchment (e.g. Bx). In H1 16, 27% of bank deals were Unitranche with junior lenders (vs. 20% in H1 15). Continued proliferation of funds and Unitranche structures. Large hold positions of up to and exceeding 100m. Growing presence in UK mid-market. Increased competitive tension on senior club processes. Leverage Structuring Influencing Pricing Returns Covenants 21

22 Product Innovation ~ RBS Evolution We have developed our product capability over the last 18 months to offer greater flexibility and access to institutional liquidity to sponsors and borrowers 2002 To Date 2014 First Unitranche transaction with Alcentra 2015 First Direct Co-Lending transaction with M&G Traditional Acquisition Finance Facilities Unitranche Alliance Direct Co-Lending Arrangements We provide term debt, acquisition / capex facilities, working capital and ancillary facilities alongside operational banking requirements to support UK and Western European mid-market leveraged buy-outs We have additional capabilities across the large-cap market providing syndicated leveraged loans, post-ipo facilities and high yield bonds We have strong links across RBS, including our, award-winning Invoice Finance and Leasing teams. We also work in partnership with Coutts, with a number of our core sponsors acquiring Coutts clients, and providing personal banking services to management teams We have a compelling synthetic unitranche proposition, providing super senior debt (drawn and undrawn) alongside our leading junior debt fund partners, providing higher leveraged flexible debt structures on competitive terms, typically at a lower weighted average cost of capital (WACC) than traditional rival unitranche products Pre-agreed intercreditors are in place with each junior debt provider ensuring extremely efficient transaction execution Unitranche transaction volumes YTD We have exclusive partnerships with 3 market leading pension / insurance fund investors to allow RBS to coordinate and front materially higher senior debt commitments (up to 100m+) Fully aligned processes, with the PE sponsor / advisor / borrower only dealing with RBS, ensuring efficient execution from NDA through structuring, credit approval and legal documentation to AML/KYC YTD Includes transactions with non Unitranche Alliance partners

23 Product Innovation ~ Unitranche Alliance RBS has developed Unitranche Alliances with a number of junior debt funds to offer a flexible, non-amortising debt structure rivalling traditional unitranche products Overview of arrangement Transaction examples RBS has joined up with leading mid-market junior debt lenders :Alcentra; Barings; BlackRock; CVC Credit Partners; KKR Credit Advisors; and Rothschild Five Arrows Credit Solutions (FACS) This enables the offering of a non-amortising unitranche debt package which provides enhanced flexibility to the borrower with higher leverage, and competitive pricing, terms and conditions (covenants, headroom, etc.). RBS provides drawn term debt, acquisition / capex facilities and working capital RCF on a super senior basis with RBS junior fund partners providing junior term debt. The blend creates a non-amortising synthetic unitranche structure with competitive weighted average cost of capital (WACC), often lower than traditional unitranche products, and with the same typical level of flexibility RBS has agreed detailed LMA-based intercreditor agreements and related loan document clauses with each partner for speed of transaction execution Citation Limited First Names Group Ltd We were extremely pleased with the delivery of the refinance package which achieved closing within a short time frame. Key to this was the pre-agreed joint junior / senior terms sheets, the pre-agreed Intercreditor and the highly effective relationship between RBS and Alcentra. Sovereign Capital Their [RBS/FACS] joint package met all of our refinance priorities with a competitive and well structured solution including a flexible capex / acquisition line to enable the business to take advantage of development opportunities. We are delighted to have closed this transaction with two longstanding relationship led lenders. We look forward to working with them as the business continues its development. Livingbridge Undisclosed Management Buyout Mandated Lead Arranger March 2016 United Kingdom Undisclosed Refinance Mandated Lead Arranger June 2016 United Kingdom 23

24 Product Innovation ~ Direct Co-Lending Arrangements RBS has developed exclusive Direct Co-Lending Arrangements with AIG, Hermes, and M&G to enable RBS to arrange higher holds without compromising on risk discipline Overview Transactions to date RBS has sourced and negotiated exclusive arrangements with leading institutional investors (AIG, Hermes, and M&G), to participate as Lenders of Record alongside RBS in senior debt leveraged transactions This enables RBS to significantly improve competitive positioning, through co-ordination and private pre-placement, to deliver PE sponsor clients materially higher hold levels without compromising RBS credit and portfolio discipline (regarding hold levels and portfolio diversification) RBS originates, arranges, fronts and co-ordinates each transaction and all Direct Co-Lenders, introducing a new source of substantial senior debt liquidity and reducing complexity in terms of building a syndicate of lenders Fully aligned processes from NDA, through credit structuring and legal documentation to AML/KYC. All negotiations are through RBS RBS can now speak for up to 100m+ per transaction, through innovation and co-ordination of a distinct club of co-lenders Available funding per transaction through partnerships ( m) RBS have completed 11 transactions to date on these senior co-lending structures, with PE sponsors and advisors confirming the efficiency and reliability of RBS Direct Co-Lending process with its partner investors All Direct Co-Lending partners are currently involved on multiple live transactions Illustrative Up to 100m+ Total We were highly impressed with the way in which RBS and its 3 Direct Co-Lending investors executed the transaction smoothly, efficiently, and without disruption in a compressed timeline. The ability to seamlessly deliver 65m of senior liquidity was a key enabler for the process and we appreciate RBS efforts and its well organised colending process. Alexander Clark, LDC From an adviser s perspective it is absolutely fantastic. The ability to deliver what was on each of the two deals well north of 70m of committed funding is a real positive. Adviser We were very pleased with the joined up approach between RBS and M&G. Even though this is a new venture for both parties, from a borrower perspective it worked seamlessly. Richard Donner, Hg Capital RBS Direct Co-Lending investors include: AIG Asset Management (Europe); Hermes Investment Management; and M&G Investments RBS has contracted separately with each of AIG Asset Management (Europe) Limited ( AIG ), Hermes Investment Management ( Hermes ) and M&G Alternatives Investment Management ( M&G ), in order to provide RBS with exclusive access to their long term funding capacity, to invest in UK Mid Market Leveraged Loans for Sponsor Owned Corporates. In these materials, the terms co-lending investor", co-lending investors" and arrangement" refer to these contracts, not to any legal partnership, joint venture or agency arrangement.

25 A Lender s Perspective What We Seek To Understand Transaction Rationale Strategic Vision Historic Investment Employee Track Record Customer Dynamics Level of Granularity Management qualities & Experience What Good Looks Like for a Cashflow Lender Recurring Revenue Defensible Niche Market Strong Net Profit Margins Sticky Clients Resilience in an Economic Downturn High Cash Conversion Appropriate Financing Structure Providing Comfortable Levels of Headroom Other Considerations TCE 1 % - May 15 Regulatory Landscape and Approvals The Economics - Returns Ancillaries Appropriate Covenants LMA Documents 25

26 Key Considerations Be prepared to come to market. Don t underestimate the level of deal distraction on your day to day business. Get an advisor on board. Choose your sponsor carefully. Biggest price doesn t always translate to best sector knowledge / cultural fit. Personal relationships are vital can you work together? To over leverage senior debt on day one may hamper your M&A ambitions. Leave liquidity in the structure. Don t be tempted to include acquisitions in your forecasts when preparing Banking Case forecasts which will be used for setting covenants. They never occur in the same form or when predicted. Don t be too prudent in your financing case; we will always sensitise your assumptions. Deals in the current environment take longer to complete. The more prepared you are in terms of provision of information, the due diligence process, and selecting advisors who truly understand the nature of the transaction you are embarking on, then the smoother the process will be. advice for cost reasons invariably turns out to be a false economy. Taking short cuts or skimping on 26

27 Summary RSF South & Offshore The Offshore market is one we understand and one with dynamics conducive to the provision of leveraged debt. Genuine sector experience within the sponsor and corporate communities to sit alongside management teams and drive value creation opportunities. Fund & Admin Market Within the Funds and Administration sector in particular there are clear M&A opportunities driven by tightening regulation and globalisation of wealth. Increase in scale & presence in key jurisdictions are attractive to large trade players at exit. The Evolving Debt Market A Lender s Perspective Differentiated senior offering: unique and exclusive Direct Co-Lending partnerships to deliver institutional senior debt liquidity with a proven highly efficient transaction execution and delivery process, fully fronted by RBS. Proven Unitranche Alliance product delivering higher leverage, greater flexibility and competitive pricing, allied with efficient executionunderpinned by pre-agreed intercreditor agreements. Large-cap underwriting capability: providing syndicated leveraged loans, post-ipo facilities, high yield bonds, and bridges. As one of the leading debt providers over the last decade, our challenge lies in the unearthing of quality opportunities rather than that of lack of capacity to support our markets. Our focus has been to originate opportunities and support management teams & sponsors in key markets (including the offshore space). With the capabilities to support you across the corporate lifecycle (be that sponsor ownership, M&A, IPO etc) we are very keen to meet and develop a dialogue with management teams who have aspirations of undertaking a transaction, whetherthe thoughtprocessis in its infancy or more advanced. 27

28 KPMG Debt Advisory Debt market conditions November 2016

29 The Agenda 1 Introduction 2 Debt markets overview 3 Market trends 4 Good practice 2016 KPMG LLP, a UK limited liability partnership 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. 29

30 1 Introduction KPMG Debt Advisory We are a highly experienced, market leading independent debt advisory team focussed on delivering the best financing outcomes for our clients KPMG s Debt Advisory Group has 25 specialists with each senior practitioner having over 15 years of direct debt market experience In the last two years we have advised on debt financing aggregating in excess of 60bn across the full spectrum of bank and debt capital markets 1 Client first approach 2 Independent advice 3 Broad client base David Madoc-Jones Director KPMG Debt Advisory T: +44 (0) E: david.madoc-jones@kpmg.co.uk Siobhan Murray Manager KPMG Debt Advisory T: +44 (0) E: siobhan.murray@kpmg.co.uk 4 Market expertise 5 Track record 2016 KPMG LLP, a UK limited liability partnership 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. 30

31 2 Post Referendum debt markets landscape There has been some volatility in the UK market since Brexit, but lenders remain receptive to new deals, albeit with a greater level of caution Liquidity and volume strong 2014 through to H Hard Brexit fears, Eurozone concerns, Sterling depreciation and the US election have all contributed to higher volatility % US election has led to a sell off in bonds Underlying rates Brexit EMEA loan volume by purpose $bn 200 Brexit Jan-14 Apr-14 Jul-14 Oct-14 Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Source: Eikon 3 month libor 10 year gilts 5 year swap Source: LoanConnector Refinancing M&A Non-M&A New Money There continues to be a number of threats to market confidence but the market is proving to be resilient and continues to offer attractive terms to borrowers 2016 KPMG LLP, a UK limited liability partnership 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. 31

32 3 Market trends Over-arching trend across the the debt markets of increasing competition and emergence of alternative lending structures and providers Corporate market Range of financing options available Relationship driven bank market Continuing shift towards debt capital market issuance for larger borrowers Low interest rate environment with attractive spreads resulting in opportunistic refinancings and desire to extend maturities Leveraged market Lending is generally transactional based and priced for risk Some pressure on leverage post-referendum New lenders adding liquidity Increasing number of debt funds is making the lender market crowded Funds have significant levels of dry powder in Europe Banks are open for business but focussed on ancillary income as lending returns are being compressed 2016 KPMG LLP, a UK limited liability partnership 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. 32

33 3 Market trends Leveraged market Increasing competition in the lender market is resulting in more innovative / collaborative financing structures from banks and funds Bank lenders Credit funds 2016 KPMG LLP, a UK limited liability partnership 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. 33

34 3 Market trends Leveraged market There has been a shift in the market that allows borrowers to achieve higher leverage levels The unitranche structure provides a single tranche of debt from one lender with a blended margin this means no inter-creditor complexity between senior and mezzanine lenders The chart below shows the upper range of EBITDA leverage currently achievable in each debt structure SENIOR BANK UNITRANCHE FIRST OUT, SECOND OUT SENIOR AND 2 ND LIEN / MEZZANINE 6 Indicative EBITDA leverage (x) Source: KPMG analysis Senior bank Credit fund Unitranche 2016 KPMG LLP, a UK limited liability partnership 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. 34

35 3 Market trends Leveraged market Strong unitranche market in Europe Unitranche issuance (number of deals) Number of deals Jan-13 May-13 Sep-13 Jan-14 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 UK France Germany Other Source: LoanConnector 2016 KPMG LLP, a UK limited liability partnership 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. 35

36 3 Market trends Leveraged market Credit funds have significant levels of dry powder after a number of years of substantial fund growth Private Debt Dry Powder by Fund Geographic Focus Source: Preqin Private Debt Online 2016 KPMG LLP, a UK limited liability partnership 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. 36

37 4 Things to think about General tips Preparation and information provision Forecasting and sensitivity analysis Anticipate questions (for example there may be additional scrutiny from lenders on the impact of the Referendum) In the financial services sector Corporate governance and oversight Strength of regulatory compliance Aggressive tax structuring Other reputational risks inherent in business model Around M&A financing The appropriate leverage level and the impact of covenants on business flexibility and the ability to pay shareholders 2016 KPMG LLP, a UK limited liability partnership 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. 37

38 Q&A

39 Thank you

40 kpmg.com/channelislands kpmg.com/app The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation KPMG Channel Islands Limited, a Jersey company 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. The KPMG name and logo are registered trademarks or trademarks of KPMG International.