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The Fund Finance Market in Asia

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The Fund Finance Market in Asia The fund finance market in Asia (Fourth edition) Overview of the Asia-Pacific private capital market developing economies (e.g. China, India and South East Asia), Fundraising although buyouts do occur in these regions too, and will become more prevalent as their economies further develop.5 A lot has happened in Asia over the last few years. In terms of private equity deals, the average deal size in 2018 Total private market investor exposure to Asia has tripled over was US$213 million, with almost 75% of total regional deal the past 10 years, and this upward trend is expected to value relating to investments in China and India. Investments continue, given that Asia still represents less than 10% of global into internet and technology companies made up 50% of all exposure. With Asia GDP forecast to represent just over 34% of deals.6 global GDP in 2019 and 63% of total GDP growth in 2019, Asia’s markets have arguably been underweighted in investors’ Beyond China and India, the Southeast Asian market also saw global allocations, and there is the potential for Asia markets to significant activity. By the end of 2018, there were US$19.2 generate investment on a similar scale to that of Europe over billion private equity and venture capital assets under the next 5–10 years.1 management in Singapore, and US$6 billion in Malaysia. In terms of deals, in 2018 there were 380 announced deals worth By the end of 2018, the Asia-Pacific private equity market a total investment of US$14.1 billion in this region.7 boasted US$883 billion in total assets under management, representing 26% of the global private equity industry. Private Southeast Asian unicorns have also recently attracted regional equity funds operating in the Asia market held dry powder headline attention. Grab (Singapore), and Go-Jek and totalling US$317 billion, equating to three years of future supply Tokopedia (Indonesia) attracted more than US$1 billion of at the current pace of investment.2 growth capital in 2018. In Vietnam, Techcombank (financial services) and Vinhomes JSC (luxury home developer) each The year 2017 had been a record-breaking one for fundraising, raised US$0.9 billion as pre-IPO funding from sovereign with 593 Asia-Pacific-focused fund closings. Momentum wealth funds and leading private equity funds.8 started to slow throughout 2018, with fewer new fund launches that year (256), which has been partly attributed to global Asia market trends trade disputes and pressure on China-based funds, lenders and investors, to tighten leverage. However, those funds that ESG did manage successful fundraising achieved a higher average This year has seen visible growing public concern relating to size (US$294 million) than the previous year. Despite the the importance of environmental, social and corporate relative decline in 2018 fundraisings compared to 2017, it governance (“ESG”) issues, e.g. climate change, diversity and seemed that larger, established funds with a strong track equality. Awareness of and support for these concerns is being record were still able to raise funds successfully, whereas it adopted by many international corporates, financial was more of a struggle for smaller or newer funds.3 institutions, and investors and general partners (“GPs”) find themselves having to adapt to address these issues. Fundraising in 2019 is expected to be lower than previous record highs. However, there is evidence that larger funds with A number of prominent regional investors are leading the established reputations have still been successful, with new market in championing ESG investment. For example: ASEAN-focused private equity and venture capital funds • Japan’s Government Pension Investment Fund, the world’s averaging a 117% target fundraising success rate.4 There have largest retirement fund with US$1.5 trillion in assets, now also been reports that 2020 will see some of the larger funds in requires its fund managers to incorporate ESG principles, the region return to the market to raise new capital. allocates its investments based on a number of ESG benchmarks, and is reported to have agreed to pay higher Investment activity fees to a fund manager for managing investments in Fund investment strategies in Asia-Pacific tend to focus on accordance with these principles. buyout, growth equity and venture capital in the more developed economies (e.g. Japan, South Korea and Australia). Growth and venture capital are the focus of funds in 1. Hamilton Lane, Private Markets in Asia: A Country-by-Country Guide. 5. Hamilton Lane, Private Markets in Asia: A Country-by-Country Guide. 2. Bain & Company, Asia-Pacific Private Equity Report 2019. 6. Bain & Company, Asia-Pacific Private Equity Report 2019. 3. Bain & Company, Asia-Pacific Private Equity Report 2019. 7. EY, Private equity briefing: Southeast Asia. 4. Preqin as at September 2019. 8. EY, Private equity briefing: Southeast Asia. 2 ⁄ Assessing lender risk in fund finance markets 2020 • Temasek Holdings Pte., Singapore’s state investor, is one of New Cayman regulation the world’s largest investors, investing US$17.6 billion in the The vast majority of Asia-focused private equity fund vehicles previous financial year. In October 2019, Temasek reportedly are Cayman Islands exempted limited partnerships (“ELPs”), declined to invest in Saudi Aramco’s initial public offering, in which consist of at least one GP and investors who hold LP part due to environmental concerns. In November 2019, its interests. ELPs are extremely familiar to Asian and North Chief Executive Officer announced that it would start American sponsors and investors, and are viewed as attractive reporting its air miles, water, paper and electricity usage as and fit for purpose, not least due to flexible underlying part of an environmentally sustainable corporate legislation and tax neutrality. governance strategy.9 The Cayman Islands, along with many other jurisdictions, have Although there are some global sponsors that now have been required by the OECD to introduce economic substance impact investment funds which have been making investments requirements. Framework legislation to meet the requirements, in the Asia-Pacific region, Asia-Pacific has been somewhat the International Tax Co-operation (Economic Substance) Law, slower than other regions in implementing ESG integration; 2018 (Substance Law), was introduced in December 2018 and often the focus has been on corporate governance rather than this has been supplemented by regulations and guidance (the on environmental or social aspects. “Cayman ES Law”).10 According to Preqin, 55% of Asian limited partners (“LPs”) do As a result, 2019 saw sponsors and managers taking advice on not have an ESG investing policy for private equity, and 60% of whether any changes or modifications were needed to their Asian private equity funds do not require their portfolio existing structures and/or fund documentation in order to companies to report on ESG issues or responsible investment. comply with the new economic substance requirements. Research undertaken by Bain & Company indicates that only 13% of Asia-Pacific GPs have fully integrated ESG If a “relevant entity” is carrying on a “relevant activity”, the considerations at investment committee level. requirements for compliance include carrying on core income- generating activities in the Cayman Islands, being directed However, it is expected that pressure from international and managed in an appropriate manner in the Cayman investors will drive uptake in due course and, accordingly, that Islands, and having an adequate physical presence and an this will be prioritised by GPs and lenders. adequate number of employees or other personnel with appropriate qualification in the Cayman Islands. There is clear evidence that this is starting to take place in the banking community. In October 2019, ING announced it had A more detailed discussion of the economic substance made available a US$65 million revolving “sustainability legislation is beyond the scope of this chapter, however some improvement capital call facility” for Singapore-based relevant headline points are: Quadria Capital Management, being the first in the world to • “investment funds” (as defined in the Cayman ES Law) link the interest rate of a facility provided to a private equity including vehicles through which they invest or operate are fund to the sustainability performance of its portfolios. excluded and are not viewed as “relevant entities” for the Measurement of the ESG metrics would be based on key purposes of the Cayman ES Law; performance indicators provided by an analytics data • entities that are tax-resident outside of the Cayman Islands provider and an independent materiality assessment. are carved out of the ES Law;11 and In response to growing demand, the Loan Market Association • “fund management business” (as defined in the Cayman ES published a set of “Sustainability Linked Loan Principles” in Law) is a relevant activity, in relation to which relevant March 2019 which are intended to promote the development entities will be required to satisfy economic substance and preserve the integrity of sustainability-linked loan requirements in respect of gross income. products. We expect that sustainability and ESG principles will continue to filter across the range of financial products, and will form increasingly important aspects of lender strategies. 9. Bloomberg, Temasek to Report Air Miles, Paper, Water Usage in Green Push (12 November 2019). 10. As at the date this article was written, the International Tax Co-Operation (Economic Substance) Law, 2018, the International Tax Co-Operation (Economic Substance) (Prescribed Dates) Regulations, 2018, the International Tax Co-Operation (Economic Substance) (Amendment of Schedule) Regulations, 2019 and the International Tax Co-Operation (Economic Substance) (Amendment of Schedule) (No. 2) Regulations, 2019 and the related guidance published on 30 April 2019 (as amended on 17 September 2019). Please note that the Cayman ES Law is subject to change.
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