fintech - moore...helping you thrive in a changing world yet, whether you are an early stage...

Fintech

www.moorestephens.co.uk PREC ISE . PROVEN. PERFORMANCE .

Navigating the risks & opportunities

Helping you thrive in a changing world

Yet, whether you are an early stage start-up entering the market, an established Fintech

business, or a traditional financial services firm leveraging technology, the road to success is

never simple. While the opportunities for growth are well documented, they are rarely

maximised. Furthermore, increased competition, a changing regulatory and tax landscape,

and the all too real threat to data security are ongoing risks for the Fintech market.

With a unique combination of financial services and technology sector experience and a

reputation for helping owner managed and start-up businesses achieve growth and

expansion, we are well positioned to help you overcome these challenges.

Our Fintech expertiseAs a Fintech company, it is important that your professional advisers not only understand

financial services but have an ingrained understanding of the technology sector. So, with a

century of financial and technology sector experience, it is not surprising that we are at the

cutting edge of the industry and viewed as a leading adviser to the Fintech sector.

At the heart of our Fintech team are niche expertise and knowledge, gained from working

closely with leading businesses and key people within the industry. As a highly immersed

and experienced team, we seek to keep our clients abreast of the key changes, pressure and

forces at work within the market.

Our specialists understand that the pace of change within the market requires knowledge

and experience of the key issues facing Fintech companies. From valuing intellectual

property to complex compliance issues, data security to business process modelling, our

team of specialists offer effective, strategic and operational solutions specifically tailored to

the needs of each business.

As an industry, financial services is no stranger to evolution, disruption and change, but as the technological revolution continues to sweep across the sector it is clear that Fintech is an area of unparalleled growth.

2 Fintech Navigating the risks & opportunities

comparethemarket.com (BISL Limited)BISL, known for the ground-breaking aggregator ‘comparethemarket.com’, chose Moore Stephens to support their growth from a small start-up to an international market leading brand harnessing technology to disrupt and advance the insurance market.

Previously based in South Africa, BISL sought Moore Stephens accounting and advisory services to begin to establish themselves within the UK. Over the best part of the next decade we advised BISL on tax, group structuring and transaction support whilst providing assurance services as they grew from a small insurer to one of the largest insurance distributers in the UK.

We flexed our services to provide BISL support through its changing business model. This included advising on the early adoption of technology based distribution, expansion of product lines, a series of strategic acquisitions and international expansion across three continents all while under tough capital constraints.

Whether you have just started out in business, are facing challenges due to the rapid growth and expansion, are looking to restructure the business, have succession issues or maybe even looking to trade sale or list on a recognised market, we will be there for you at every stage to provide the support you need, whenever you need it.

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3Fintech Navigating the risks & opportunities

Powering your growth

Whatever phase of growth you are currently in, we have the experience, expertise and Fintech industry understanding to truly add value to your business.

While we provide all of the services below

and more, we seek to understand each

business’ unique strategies, objectives and

business models so that we can create a

bespoke integrated solution for you.

Corporate finance

Busi

ness

sup

port

Tax

Regulatio

n

InnovationAssurance

Data security

Bookkeeping & financial reporting

External audit

CA

SS R&

D

IP v

alua

tions

Authorisation

Compliance

Financial reportingTax compliance

Group structuring

VAT &

transfer pricing

Cyb

er resilienceG

DPR

M&A

Capital ra

ising

Exit planning

Employer planning


“ As an indication of our expertise in the financial services sector, Moore Stephens has twice won the prestigious Thompson Reuters Best Consulting Firm for Risk & Compliance award.“


Regulation

It is essential that you receive competent regulatory compliance advise from professional advisers who understand your business, to ensure your affairs are handled expertly and with minimum disruption.

AuthorisationDepending on your specific business model, it is likely that as a Fintech business you will

need to gain some form of regulatory approval. Often this will mean that prior to

commencement of commercial activities you will need to gain authorisation from the FCA as

a regulated entity. Similarly, as your business grows, and regulatory requirements evolve,

your business, or a part of it may subsequently fall under the Regulators remit whereby

authorisation by be required or further regulatory permissions may need to be granted.

Our regulatory consulting team can provide assistance with your regulatory application, as

well as applications for approval of individuals, variation of permission, change in controller

and waivers. We will work with you to build the application pack with all forms and relevant

documents and can help with any Regulator queries.

We can do as little or as much as you require in this process. Some clients come to us with

an idea for a Fintech business and we help develop this into an efficient structure, business

plan and application pack. Others will complete the application pack themselves and we will

simply review this for them to ensure completion prior to submission. Many of our clients

will be somewhere in between these points, but whatever level of assistance is required

from us, you are guaranteed support throughout the application.

Ongoing complianceOnce you have been authorised, our team are also available to provide the regular ongoing

compliance monitoring support and advice you need to be confident that you are meeting

your regulatory requirements and industry best practice.

We will liaise with you in the early stages to gain a good working knowledge of your

organisation and will initially review your compliance monitoring function to understand the

adequacy of your systems and controls.


We will then conduct on-site compliance reviews on a periodic basis, in line with your

requirements, ensuring that all areas in the Compliance Monitoring Programme are covered

and that this is documented in your records, policies and procedures.

The purpose of this comprehensive service is to ensure that your business remains compliant

with the FCA regulatory requirements at all times and that you are prepared ahead of any

regulatory reforms or potential inspections/thematic reviews by the regulator.

Financial reportingOur team of specialist regulatory accountants can assist you with the preparation of FCA

regulatory returns. This allows our clients to focus on managing their business knowing that

they are outsourcing part, or all, of their finance function to a team who are familiar with

the sector and regulations in which they operate.

Our assistance can be tailored to your needs, however, examples of our services include:

• providing calculations of financial regulatory requirements within management reporting

packs to allow ongoing compliance monitoring;

• assistance with completion of financial regulatory reports and supporting calculations

required under BIPRU and IPRU (INV) for submission via Gabriel;

• for those firms required to report under Capital requirements Directive IV (CRD IV) and

therefore, subject to Common Reporting (COREP), we can complete the regulatory

returns and the supporting calculations, provide a review of returns and supporting

calculations or simply convert the returns into the XBRL reporting format required for

submission to the FCA via Gabriel.

If you are confident in preparing your own regulatory returns and have a complete finance

function in-house, we also offer a ‘healthcheck’ review of your regulatory returns in which

we would review the regulatory returns previously submitted and provide you with a report

of our findings. This can provide you with some reassurance that you have interpreted and

applied the rules as specified by the regulator.


Research & development (R&D) claimsOur team comprises of engineers and software developers, as well as specialist finance

professionals such as auditors and tax accountants, all of whom are experienced in claiming

R&D tax relief.

As well as submitting new claims and guiding clients through the entire process, we review

many claims and have resubmitted second opinions to HMRC, where we believe the

previous benefit to be understated. Our specialists understand R&D and the guidance to

which the HMRC works and know where and how claims can be improved whilst keeping

within the guidelines. To date, all our claims have been accepted by the HMRC, in regards to

technological or scientific qualification.

We offer both contingency and fixed fee arrangements. Since the scheme began in 2000

our team have successfully claimed back around £150million for our clients across all

business sectors with a 100% success rate.

IP valuations Intellectual property (IP) is a key value driver of Fintech businesses, feeding into each stage

of strategic development. Drawing on expertise across the firm, our team advise at every

step, with a keen eye on how to realise the best value from your IP and for your business.

We understand the importance of IP to corporate value, and advise on:

• how and when to register IP rights;

• corporate structures to protect a business’s most valuable assets;

• IP transfer pricing;

• supporting the investment in and commercialisation of IP in the creative arts;

• investigative and advisory services and expert witness testimony for IP litigation;

• intangible asset valuation; and

• how to leverage the value of your IP when exiting your business.

Innovation

While every Fintech business is unique, the common denominator for each business is that they leverage technology. Technology is a major cost and a key driver of value for the enterprise. We can help you minimise that cost through R&D claims while maximising your IP value.


A disruptive cloud-based project won a substantial grant with the help of Moore Stephens’ experts.Our client, a Fintech payment provider and consultancy, was working on a project to develop a disruptive cloud-based payment provider solution and demonstrate a preproduction prototype across a number of pilot industries. Expected costs for the project were over £1 million. The management team knew that valuable funding might be available from Innovate UK, but were unsure which of its competitions were most relevant. They also found the application process challenging. This involved providing specific information, with answers to each question being scored out of 10, and meeting a set deadline.

How we helpedMoore Stephens’ grant specialists made sure they understood the nature of the client’s project and liaised with Innovate UK in order to understand which of its funding competitions were most appropriate. Our technical experts held a series of face-to-face meetings with the client to help collate the information needed to accompany the grant application. They also helped to calculate the project’s forecast costs and to prepare a project plan assessment. Our experts then drafted the full grant application, working efficiently so as to meet the competition deadline.

The resultOur client was awarded a grant of £450,000 through the Innovate UK Emerging and Enabling Technology (Digital scope) competition – a substantial contribution to the total project costs.

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Hatched by Moore StephensHatched is our new programme designed to support tech start-ups throughout the rapid

growth phase. For a flat monthly fee, Hatched will give you access to experienced business

advisers and provide you with the tools you need to attract and retain customers, raise

finance and remove the compliance burdens that may be holding you back.

During your time with Hatched, you will have exclusive access to strategy workshops and

finance masterclasses to learn more about:

• building and executing a successful growth

strategy;

• marketing strategy and brand

development;

• financial planning and cash flow

modelling;

• preparing for and raising external finance;

• and much more…

Find out more or apply online at www.moorestephens.co.uk/hatched


Tax services

We understand that each Fintech business is unique, both in terms of requirements and circumstances, so we focus on tailored tax advice and solutions rather than adopting a ‘one size fits all’ approach.

Tax adviceImplementing the best corporate structure from the outset is vital, to ensure your business is

tax-efficient, compliant with relevant law and regulatory obligations and provides incentives

for future investment.

We have a wealth of experience in advising Fintech businesses of all types on tax-optimal

structuring, in order to help them achieve their specific objectives. Whether this is providing

an attractive ownership structure to help attract investors, minimising tax liabilities on

trading profits, maintaining options for exit for directors, or structuring with a specific future

exit strategy in mind, while ensuring compliance with all relevant laws and regulations, our

team can offer the relevant support.

With tax legislation and practice being an area of continuous change, our specialist team

also helps our clients stay abreast of the latest opportunities, as well as potential pitfalls.

Tax complianceWe work with our Fintech clients to meet their tax obligations efficiently, with the minimum

call on valuable management time. This leaves you free to focus on what is most important

– running your business successfully - but with the confidence that tax relief for all

expenditure is being maximised and that any other tax opportunities and risks are being

identified and acted on.

Our tax compliance service includes:

• preparation of corporation tax provisions and related disclosures for inclusion in your

statutory accounts;

• preparation of corporation tax computations and submission to HMRC;

• advising on any tax liability due or repayment arising;

• review of tax sensitive areas, to ensure appropriate tax treatment of expenditure; income,

including claims for enhanced relief for R&D spend; and

• responding to HMRC enquiries.


VATVAT is a tax of risks and opportunities. Fintech businesses that manage their risks and

maximise their opportunities can anticipate lower compliance costs, avoid penalties and

optimise reclaimed VAT.

The VAT rules for Fintech businesses can be complex and require careful navigation, so

having advisors who understand your business is vital.

A number of financial transactions are exempt from VAT which leads to a restriction on the

VAT which Fintech businesses can recover under the partial exemption rules. We can help

you implement planning strategies to maximise your recovery.

VAT compliance Our dedicated VAT compliance team can get you VAT registered, submit your returns and

deal with HMRC all on your behalf. By handing the compliance strain over to us, you

become free to focus your energy on your core business.

Expect us to get in touch when we see a VAT risk or opportunity on the horizon that we

think will affect you. You will receive regular e-alerts and other updates to keep you

informed of new developments we consider relevant to your business

International tax and transfer pricingThe growth in the global economy and rapid advances in telecoms, technology and

E-commerce mean ever more cross-border transactions. The resulting exposure to foreign

taxation creates both opportunities and pitfalls in structuring your business internationally.

We have specialists in international structuring and financing, transfer pricing, VAT and

customs duties, who can provide expert advice in each of these areas. Through our

international network of member firms, we have access to local tax expertise in almost every

location you might conceivably want to do business.

The result is joined-up advice, that takes into account the interaction between these

different taxes and the overall impact of foreign taxation on your total tax burden.


Data security

Given the reliance on technology and data by Fintech business, cyber-resilience and compliance with GDPR must remain a key focus for firms. While risks of getting it wrong are severe, both in terms of fines and loss of customer confidence, our team can help review, implement and ensure compliance against industry best practices.

Cyber-resilienceThe risk of cyber-attack is growing exponentially, especially for Fintech businesses, as the

opportunities presented by technology and improved systems connectivity grow. This threat

to information security is an existential threat to many organisations.

Breaches in the confidentiality, integrity or availability of their data are significant, but the

loss of customer or stakeholder trust in your service could be terminal.

Securing digital channels is a complex exercise, and one that draws on a range of

governance, risk and assurance capabilities as well as in-depth technical and cyber security

skills. Our cost effective services help you to:

• educate your senior management and employees on security threats and how to respond

to these;

• assure your process and technology, giving you independent and timely information on

your state of information security compliance;

• architect your risk, policy, technology and standards environments to help you ensure your

business operates according to your risk appetite;

• manage your security operation, making sure you blend education, architecture and

assurance in a way that is appropriate to your operation.


General Data Protection Regulations (GDPR) Organisations only have until 25 May 2018 to fully comply with the new GDPR regulations

so it is imperative that you fully understand the requirements of GDPR and prepare well in

advance to avoid being hit with heavy fines. Breaches within the regulation around the

collection, usage and maintenance of personal data are significant, and could be terminal.

We have devised a GDPR healthcheck to determine whether you are fully aware of how the

new regulations apply to your business; whether you are currently complying with the

regulation; and whether you have the internal systems and controls in place to be able to

comply effectively.

The healthcheck will consist of a face-to-face interview between one of our data protection

specialists and your management. The discussion will be broken up into the sections detailed

above representing the 13 key areas within GDPR and Information security and will explore

how your business currently matches up against the requirements.


Corporate finance

Providing the full spectrum of lead advisory and transaction support services as one of the UK’s leading independent corporate finance advisers, we can act for Fintech clients ranging from mid-sized quoted companies and large private enterprises to smaller owner managed businesses, both in the UK and overseas.

Capital raisingThe raising of funds is likely the most important activity that a Fintech company can engage

in. Our experts can help ensure you get it right. We provide our services to both individuals

looking to make an investment and companies looking to raise funds, giving us a rounded

perspective.

We have been actively assisting entrepreneurs, owner managers and family businesses from

the inception of their companies through to exit for over 100 years. We regularly assist

clients preparing the relevant documentation and ensure their business is investment ready.

Dependent upon what stage of investment is being sought, investors will want to see

certain milestones having been met in order to make the opportunity investable at the

investment round being sought. Our experts can help you at all stages of investment – from

seed capital/SEIS and Angel EIS through Series A, B and C and beyond.

We can help you to make your business more attractive to investors by ensuring you are

making the most of HMRC incentive schemes. EIS and SEIS provide significant incentives to

investors in the form of tax relief. Our tax specialists can work with you to confirm your

eligibility as an investment under these schemes and assist with all correspondence and

filings with HMRC.

M&AMergers and acquisitions (M&A) are major transactions in the lifecycle of a Fintech business.

They are complex, require significant investment of management time and can carry

significant risks as well as rewards.

Our team provides the specialist skills, practical experience, and objectivity to ensure you

achieve your objectives. WE have extensive experience advising and supporting clients in the

planning, negotiation, and completion of M&A transactions.


Exit planningSelling a business and realising capital value is a complex and demanding undertaking that

many Fintech founders will only experience once in their life. We can help guide you

through the complexities of the sale process, allowing you to control all stages of the

transaction and ensuring that your objectives for the deal are met.

We have extensive experience advising and supporting clients in the planning, negotiation,

and completion of disposals. We provide hands-on support including:

• analysis and appraisal of exit options;

• preparing businesses for sale;

• researching and contacting potential buyers;

• assisting with the due diligence process;

• project managing the transaction to completion.


Business support

Outsourcing your financial and administrative functions will allow you and your staff to concentrate on what is important to the businesss.

Bookkeeping & financial reportingWe provide a full range of services, whether you need to establish a new company, manage

your bookkeeping, design and implement new financial processes, ensure your people are

paid or comply with changing tax regulations – we will structure a solution to fulfil your

requirements.

Moore Stephens prides itself on its ability to train accountants, not just ‘box fillers and

tickers’. While we can of course provide support to you in your own internal processes, we

have a dedicated team that can support you with your accounting requirements including

bookkeeping, management accounts or statutory financial statements.

StreamStream is our cloud-based outsourcing solution which allows you to spend more time on

your core business activities and less time on back office accounting. It is a seamless,

cloud-based, end-to-end bookkeeping process that can send invoices and expenses

electronically to a dedicated email address, allows you to approve your invoices and

expenses easily online and provides smart, real-time reporting and drilldown to help you

make informed decisions.


Employment planningShare based incentives for employees are a valuable tool to incentivise employees to think

more about the business objectives of the company as well as a very tax efficient form of

remuneration. Whether you are looking to implement a share scheme for your employees in

the future, or review your existing arrangements, our team of experts can help through the

whole process.

We can help you decide what scheme is best for you, assist in the design process and advise

on all aspects including share valuation, corporate tax implications and employment and

capital gains tax treatment for the scheme you decide to implement. We can also deal with

all HMRC clearances and reporting requirements on an ongoing basis.

As your business grows and takes on traditional employees, share based incentives for

employees are a valuable tool to incentivise employees to think more about the business

objectives of the company as well as a very tax efficient form of remuneration. They can also

help the company to attract and retain key talent.


Assurance

Assurance services and ‘adding value’ are not usually viewed together, since the primary objective of an audit is to provide an independent opinion on your annual accounts. We do not subscribe to this concept.

External auditWe recognise the commercial importance of providing assurance on your business controls

so that there are no surprises. Equally, we understand the need to offer advice to help you

develop your business.

We provide external audit services to a range of financial services entities, from newly

formed start-ups to established national and international groups. Our well-resourced and

experienced audit team covers UK wide and global audit assignments; and our focus on

planning ensures timely reporting to shareholders, audit committees and regulators as

applicable.

A key element of our approach is to agree clients’ expectations at an early stage, which

ensures that key risks are identified and dealt with from the start. Early planning means that

we have the information we need to provide an efficient and seamless audit service, and

that our clients have plenty of notice to gather the relevant information so that it does not

interfere with their daily workload. Should your business model fall under regulatory

requirement, it is at this stage that we take into account the FCA and PRA reporting

requirements and deadlines at the planning stage so that we minimise disruption to your

schedule.

In addition, for regulated entities, and with the recent changes in the CASS rules, we can

also complete a full CASS health check to ensure full compliance with the changes in the

rules and ensure we identify no breaches that may cause any issues with the year-end

CASS audit.


Moore Stephens globallyMoore Stephens International is a top ten

global accountancy and consulting network,

headquartered in London. With fees of over

US$2.74 billion and offices in 108 countries,

clients have access to the resources and

capabilities to meet their global needs.

By combining local expertise and experience

with the breadth of our UK and worldwide

networks, clients can be confident that,

whatever their requirement, Moore Stephens

provides the right solution to their local,

national and international needs.

Contact informationIf you would like further information on any item within this

brochure, or information on our services please contact:

Kelly Sheppard – Partner

Assurance

[email protected]

Andrew Jacobs – Director

Regulation

[email protected]

Mark Ayres – Partner

Assurance

[email protected]

Andrew Cook – Director

Corporate Finance

[email protected]

Steve Williams – Partner

Data Security

[email protected]

Steven Levine – Partner

R&D and Grants

[email protected]

Kevin Phillips – Partner

Business Tax

[email protected]

Mark Hirst – Director

Business Support

[email protected]

Moore Stephens LLP, 150 Aldersgate Street, London EC1A 4AB T +44 (0)20 7334 9191www.moorestephens.co.uk

We believe the information contained herein to be correct at the time of going to press, but we cannot accept any responsibility for any loss occasioned to any person as a result of action or refraining from action as a result of any item herein. Printed and published by © Moore Stephens LLP, a member firm of Moore Stephens International Limited, a worldwide network of independent firms. Moore Stephens LLP is registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Authorised and regulated by the Financial Conduct Authority for investment business. DPS38415 October 2017

About Moore Stephens We help you thrive in a changing world.

We provide all the support and guidance you

need to deal with new risks and opportunities.

We ensure easy access to the right people, so

decisions can be made quickly and confidently.

A consistent team will partner with you to

support your aspirations and contribute

to your success.

You’ll have access to a range of core

services, including audit, accounting, tax,

risk and systems assurance, corporate

finance, restructuring and insolvency, wealth

management and disputes analysis. As a

Top 10 accounting and advisory network

we support a broad range of individuals

and entrepreneurs, large organisations and

complex international businesses.

If your business and personal interactions

need to expand, we’ll help make it happen –

coordinating advice from a network of offices

throughout the UK and in more than 100

countries.

Moore Stephens globallyMoore Stephens International is a top ten

global accountancy and consulting network,

headquartered in London. With fees of over

US$2.74 billion and offices in 108 countries,

clients have access to the resources and

capabilities to meet their global needs.

By combining local expertise and experience

with the breadth of our UK and worldwide

networks, clients can be confident that,

whatever their requirement, Moore Stephens

provides the right solution to their local,

national and international needs.

fintech - moore...helping you thrive in a changing world yet, whether you are an early stage...

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