introducing: Howard Kennedy Israel Team

introducing Howard Kennedy Israel Team

Key Facts The Firm Howard Kennedy is a leading London law firm offering a full range of services and expertise across a wide variety of sectors.

Our clients need trusted advisers for their business and personal lifecycle events. We listen to their aims and ambitions, consider potential options available and create legal solutions tailored to their individual needs. We offer business acumen and plain-speaking advice.

Our International Reach

In particular, we have acknowledged expertise in advising overseas companies seeking to raise capital on the London Stock Exchange, and in advising Israeli clients on purchasing or funding real estate in the UK and Western Europe.

Our People Partners 58 Consultants 22 Other fee-earners 150 Support staff 120 Total 350

Over 25% of our revenue comes from outside the UK: we have significant experience advising within the regions of the Middle East, the Indian Sub-Continent, the Far East, Western Europe and the US.

UK Ranking

Howard Kennedy has an historic, dedicated Israel Team with strong connections to, and an in-depth knowledge of, the Israeli and UK markets and sectors. We offer our Israeli clients: high net worth individuals, entrepreneurs and corporates, focused commercial advice spanning the firm’s disciplines from corporate to real estate, dispute resolution to private client and family.

Corporate Ashley Reeback

61st by revenue (The Lawyer UK 2015)

Our Heads of Department Capital Markets

Keith Lassman

Financial Services

Daniel Tunkel

IP & Commercial

Robert Lands

Real Estate Paul Springall Julian Hindmarsh Employment Dispute Resolution

Jane Amphlett Craig Emden

Private Client & Family

Liz Palmer

Our Sectors

Representative clients

Real Estate

Ballymore Galliard Ardmore Fairview Berkeley Homes First Base

Banking Financial Services Capital Markets VCT

Santander Investec Royal Bank of Canada Julius Baer Shore Capital Corporate Resource Services Inc. Octopus Cenkos Securities Plc.

Retail and Pizza Hut Sunglass Hut Hospitality Kooples Monsoon

Graff Diamonds Pandora

Cartier Yoo Hotels Marriott Media and Creative Industry

NY Times Express Newspapers Bloomberg Guardian

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Our connections with Israel According to the World Bank, Israel’s GDP in 2015 was approximately $300 billion. Israel is thus the world’s 35th largest economy, larger than those of 19 of the members of the European Economic Area.

Our breadth of expertise across the full range of UK legal services allows us to provide tailored holistic solutions for all the business and personal legal needs of our Israeli clients.

There are major market opportunities and growing demand in Israel for expertise in capital markets, real estate finance and financial services and technology, all of this requiring English law input. There will also be cases where Israelis and Israeli businesses need to litigate or resolve disputes subject to English jurisdiction.

• capital raising on AIM and the London Stock Exchange Main Market

The strong connections that the firm maintains with Israel give us a true understanding of the Israeli market and the way in which it continues to develop. Most members of the Team have residences in Israel and frequently visit, with one of the Team permanently resident. Members of the team are fluent in both Hebrew and Arabic.

Our clients include: Israeli banks, financial advisers, investment funds, crowd-funders, real estate investors, developers and finance companies, family offices and high net worth individuals. We also work with many of the leading Israeli law and accountancy firms on international matters. We have particularly strong credentials in relation to the developing Israeli hi-tech sector, with one of the Team serving as a governor of the Technion in Haifa.

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How we can help:

• opportunities for private capital raising • financial regulation • structuring and promotion of investment funds • advice on IT, IP and technology issues • real estate investment, development and finance • setting up business in the UK • tax planning, succession and wealth structuring for high net worth individuals and family offices • immigration issues for Israelis looking to work or study in the UK

Capital Raising on AIM and the Main Market Keith Lassman Partner: Capital Markets T: +44 (0)20 3755 5561 E: keith.lassman@howardkennedy.com Keith is registered with the FCA to undertake sponsor activities on the Main Market.

AIM and the Main Market

Private capital raising

Over the last few years, Israel has shown an increase in Capital Markets activities generally, and AIM flotation in particular, given its reputation for supporting young and growing international businesses.

Many Israeli businesses seek finance at a point in their development where a flotation is premature.

Private equity may be the answer, and our connections have our story.

Any company seeking to float in London requires the services of a business orientated and commercially minded lawyer to steer them through the AIM process. The firm has considerable experience acting for overseas companies seeking admission to the London Markets: we introduce our clients to brokers, sponsors, nomads and other intermediaries at a level that suits their individual needs. We know how to keep the transaction efficient and competitively structured.

The UK offers a variety of methods for raising finance which do not involve flotation. Some of these, like the Enterprise Investment Scheme, are tax-incentivised for UK investors.

Another option is crowd-funding. We advise on a number of UK and Israeli crowd funding platforms.

How we can help: • Capital markets • AIM • Private capital raising • Mergers, acquisitions and disposals

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Financial Regulation

Daniel Tunkel Partner: Head of Financial Regulation & Funds T: +44 (0)20 3755 5749 E: daniel.tunkel@howardkennedy.com

David Gilinsky Associate: Financial Regulation & Funds T: +44 (0)20 3755 5469 E: david.gilinsky@howardkennedy.com

Daniel is a Hebrew speaker and is typically in Israel for 5-8 days every month.

David speaks and writes fluent Hebrew and Arabic, and is seeking admission to the Israeli Bar.

The UK regulatory system is highly regarded worldwide for its sophistication and flexibility of approach. Israel’s own market is not yet as well developed. However, the Israeli private capital fund industry is in strong growth mode. Numerous Israeli investment houses, brokers and insurance companies are now looking to markets in Europe.

We have expertise in all aspects of the regulatory jurisdiction of the Prudential Regulation Authority and the Financial Conduct Authority in the UK and the relationships of various investment, banking, insurance, e-money, payments, mortgage, consumer credit and other entities with their regulators.

We understand the range of investment and commercial contracts governed by English law, in areas such as custody and administration, prime brokerage, payment services and investment placement. Venture capital entrepreneurs are using crowd-funding techniques to attract foreign capital into Israel. Israeli-managed investment funds (whether based in Israel or overseas) are subject to the Alternative Investment Fund Managers Directive (AIFMD), which calls for related advisory work.

Israeli financial institutions involved with over-the-counter derivatives work (e.g. foreign exchange) with counterparties in the UK will require advice on compliance with the European Markets Infrastructure Regulation (EMIR).

Some businesses that are involved in principal trading are now seeking advice on anticipatory compliance with the Second Markets in Financial Instruments Directive (MiFID-2).

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We work with non-UK clients setting up regulated businesses, or promoting investments in the UK. We also provide assistance to UK clients whose proposals to undertake financial business in Israel calls for Israeli regulatory advice.

We have a close relationship with the Israel Hedge Funds Association, and have conducted several specialist seminars in Israel for the funds and financial services sectors. We are also increasingly involved in advising Israeli fin-tech businesses on access to the UK market.

How we can help: • wealth and investment management • brokerage and investment trading • payment services and electronic money • crowd funding solutions • peer-to-peer lending • fin-tech businesses • general advice on promotion of investments to retail and institutional investors

Real Estate Investment

Laurence Begner Consultant: Real Estate Finance T: +44 (0)20 3755 5377 E: laurence.begner@howardkennedy.com

Charles Maxwell Partner: Real Estate T: +44 (0)20 3755 5806 E: charles.maxwell@howardkennedy.com

Laurence is resident in Israel and has as in-depth understanding of both markets.

Charles speaks fluent Hebrew and acts for a wide variety of Israeli real estate investors looking to invest in the UK real estate market.

We specialise in all forms of commercial real estate investment, supervising complex real estate investment transactions, and advising banks and building societies on real estate lending in the commercial real estate sectors.

We also advise Israeli residents who want to invest in the UK residential real estate market, including how best to structure and secure financing for high-profile real estate deals.

Israeli investors are looking to invest in UK real estate and are taking advantage of current very favourable bank rates. Some of those investors are high net worth individuals from Israel who enter into joint ventures with British based real estate investors and benefit from their experience in the market.

• real estate investment, development, finance and joint venture opportunities

Others are high profile Israeli based companies with no historical interest in investing in real estate and are looking for new opportunities in the real estate market of the UK. Most of this investment business is based in central London and its immediate surrounds.

• day to day real estate management matters including agreements for lease, leases, surrenders and re-grants, lease renewals as well as all related permissive licences

We introduce clients to joint venture opportunities and as well as those connected to the purchase, sale and development of quality properties. Our clients include private investment companies, real estate management companies and lending institutions.

How we can help:

• exploring the range of choices such as acquisition funding (asset and corporate), development funding, refinancing and restructuring and provide guidance on the most suitable investment vehicle

• construction • plot sales team on estate subdivision such as housing estates or shopping malls • bespoke service for UHNW investors from overseas buying into the UK market

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Corporate/Commercial and Technology

Jonathan Metliss Consultant: Corporate and Technology Practice T: +44 (0)20 3755 5805 E: jonathan.metliss@howardkennedy.com

Robert Lands Partner: Head of IP & Commercial T: +44 (0)20 3755 5557 E: robert.lands@howardkennedy.com

Jonathan has been involved in business development in Israel for over 40 years, and is a governor of the Technion in Haifa and a UK ambassador for the Weitzmann Institute in Rehovot.

Robert is Chair of the Intellectual Property Section of Meritas, the global alliance of more than 200 independent law firms.

The UK is a welcoming market for corporate establishment and commercial activity generally.

Corporation tax rates in the UK have been steadily falling for the last 6 years. Incorporation and establishment is not complicated and the business structures available are well understood and flexible

of enforcement of IP rights where these have been infringed. Israelis used to addressing IP protection in the USA will find that in the UK and Europe there are material differences of approach on which advice will be needed.

Companies and individuals in all fields of activity are increasingly involved in the development, licensing and protection of intellectual property.

A presence on-line is generally essential these days, which involves understanding the law of contracting on-line and of the use of websites and social media to promote one’s business.

Websites are now required to inform their visitors of the site owner’s data protection, privacy and cookies policies, for example.

Israel is a generator of much of the world’s leading technology. Examples of medi-tech, nano-tech, fin-tech and cyber-security originating in Israel are regularly hitting the headlines.

Developers of software and other forms of tech are looking for markets in the UK and Europe generally, and this calls for specialist advice on protection and licensing of IP and, potentially,

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The UK is also a tech-driven economy with a large amount of entrepreneurial activity in the technology sector. Often, where an Israeli client is looking for a local JV partner, we may through our own contacts know the person, or the sort of person, to whom to make an introduction.

How we can help: • advising on corporate structure and incorporation • advising on tax planning for corporate and business entities • production of relevant legal and disclaimer content for websites • data privacy compliance advice • intellectual property licensing and protection • IP infringement actions • commercial agreements for tech ventures

Dispute Resolution Daniel Gleek Senior Associate: Dispute Resolution T: +44 (0)20 3755 5471 E: daniel.gleek@howardkennedy.com Daniel is a Hebrew speaker. He has twice been nominated as a “Rising Star” by Super Lawyers (part of Thomson Reuters) in the field of litigation and dispute resolution.

London has been recognised for generations as a centre for international dispute resolution.

Claimants from around the world bring their cases to the English courts. These days, they also make increasing use of the multiple forms of alternative dispute resolution for which London has become justly famous. Contracts between diverse parties often have English choice of law/ jurisdiction clauses, or prefer London as a seat of arbitration. And a client with a judgment may need advice on enforcement against persons or assets in England.

Given the increase in Israeli commercial activity with English counterparties, as well as the number of contracts governed by English law or assets of disputed ownership that are located in the UK, it is essential for Israelis to take advice on dispute resolution options that exist in the English legal market. This sort of advice is always best sourced from a law firm based in London that has strong ties with the Israeli market and experience of dealing with the affairs of Israeli and international commercial clientele.

The Howard Kennedy dispute resolution practice has a broad sweep of areas of experience.

These include real estate, financial claims, company disputes, contractual disputes, claims in negligence, defamation, and white collar crime and civil fraud. We have capacity to manage substantial cases, for claimants and defendants.

How we can help: • expertise in advising on civil disputes, with a clear focus on underlying commercial objectives • general advice to clients on litigation risk in relation to their commercial activities • advice on steps that can be taken before proceedings • advice on choice of English law/jurisdiction for dispute resolution purposes • representation of clients litigating in the High Court (as well as on appeal, if relevant) • advising on and arrangement of alternative dispute resolution procedures (including arbitration, mediation and expert determination) • advising clients with judgments in their favour on enforcement against individuals, entities or assets located in England • advising on challenges made to orders obtained which affect businesses, individuals or their assets • injunctions – taking emergency action when necessary to obtain, or resist, applications made to Court to safeguard key evidence/ freeze assets

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Setting up Business in the UK Howard Goulden Partner: Employment T: +44 (0)20 3755 5477 E: howard.goulden@howardkennedy.com Howard is the first point of contact for international businesses establishing themselves in the UK.

We are frequently asked to advise Israeli individuals and businesses on the practical steps required to establish themselves in the UK market. Although there are themes common to many situations, no two are alike. To decide on the best corporate structure to use, we ensure that we fully understand and appreciate your overall goals. We can help you to decide the route to take and guide you through the process.

We offer strategic and commercial advice with a view to achieving a practical and commercial outcome. And for our Israeli clientele, this is assisted by our familiarity with the Israeli market and with the sort of issues that Israelis regard as paramount.

Our client base includes entrepreneurs, senior executives and employees drawn from many industries and sectors, including financial services, professional services, retail, media, hi-tech and software, recruitment and sport. We also assist international clients who wish to set up business in the UK, whether starting up an enterprise from scratch, establishing a joint venture or acquiring an existing business.

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If you are setting up business in the UK, or buying (or buying into) an existing UK business, we can assist.

How we can help: • optimal business or corporate structures • premises rentals and purchases • IT licensing, distributing arrangements • intellectual property issues • corporate governance • company secretarial services • employees and immigration • business reconstruction where businesses face commercial or financial difficulties (or to investors in distressed enterprises) • personal and business tax planning • capital raising and finance We are involved with a number of Israeli-owned businesses that operate from the UK, and can deploy similar skills in reverse, when UK businesses want to commence the process of establishing trade relationships and business presence in Israel.

High Net Worth Individuals and Families Simon Malkiel Partner: Private Client & Family T: +44 (0)20 3755 5587 E: simon.malkiel@howardkennedy.com Simon advises high net worth individuals and families regarding international tax and estate planning, succession and wealth protection.

Our highly-regarded private client team provides clear and practical advice to individuals and families seeking to safeguard their wealth and ensure its succession to future generations in a tax-efficient way.

How we can help:

Our clients include high net worth individuals, international family offices, offshore trustees and fiduciaries, international banks and other professionals.

• advice concerning the UK tax and succession implications of UK homes and home ownership structures

We offer a bespoke personal service to help our clients achieve their goals and objectives, working together with their other professional advisers and our own international network of contacts to provide integrated workable solutions to complex family and tax issues.

• t ax/estate planning and wealth structuring, including the use of offshore trusts and other structures for tax mitigation, asset protection and succession planning

• international succession issues for multi-jurisdictional estates • preparation of tax-efficient wills and powers of attorney • probate and estate administration • post-death tax planning • international trust and estate disputes • structuring charitable giving and philanthropy

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Family Law

Alan Kaufman Consultant: Head of Family Law T: +44 (0)20 3755 5538 E: alan.kaufman@howardkennedy.com

Talia Kanter Solicitor: Family law practice T: +44 (0)20 3755 5537 E: talia.kanter@howardkennedy.com

Alan is a long-standing and respected Fellow of the world’s top divorce lawyers group, the International Academy of Family Lawyers.

Talia is a Hebrew speaker.

The family law practice at Howard Kennedy advises on all aspects of family law, including nuptial agreements, divorce and post-divorce custody and financial settlement issues, and have particular experience in addressing cross-border divorces.

How we can help: • marriage and cohabitation issues (including prenuptial, postnuptial and cohabitation agreements) • issues arising from relationship breakdown (including divorce and separation arrangements and associated financial settlements) • issues concerning or affecting children (including adoption and surrogacy arrangements, international abduction of children and child welfare in general)

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Immigration Services Antonia Torr Solicitor: Head of Immigration Services T: +44 (0)20 3755 5835 E: antonia.torr@howardkennedy.com Antonia has lived on four different continents meaning that she is familiar with the practicalities of international relocation.

For Israelis seeking to expand their business activities into the UK, the need to obtain visas for lawful UK residence/employment is becoming that much more apparent. It is also highly relevant to Israelis coming to the UK as students or for marriage and settlement with UK partners. UK immigration law and procedure is not straightforward, and retaining an expert to assist with this will generally save much time and expense and avoid many potential mistakes.

How we can help: • general immigration, naturalisation and citizenship advice • applications for visas • appeals against visa refusal

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Recent Experience • Advising Israeli owned businesses on their AIM flotations • General retainer to advise the Technion in relation to UK-related legal matters, including fund-raising • Advising OurCrowd, the world’s largest equity crowd fund business, based in Jerusalem, on access to the UK and EU investment market place • Advising an Israeli family office on its disengagement from a complex real estate co-ownership arrangement in the UK • Advising an Israeli multi-family office on its advisory relationship with a major UK-based client • Advising an Israeli-owned investment group on establishment of a robo-advisory business in the UK • Advising various Israel currency and payment services firms on access to the UK market • Providing UK regulatory advice over many years to the UK subsidiary of State of Israel Bonds • Advising several Israeli alternative investment funds on access to the UK market via the AIFMD art. 42 procedure • Two current transactions for Israeli investors involving UK commercial real estate being converted for residential use. Combined £20m value • Advising the London branch of an Israeli bank on ISDA documentation and EMIR compliance • Acting for Israeli-based clients in connection with a dispute arising from the proposed sale of their interest in a substantial UK based property portfolio • Representing a party to a contested English will, the validity of which has a major bearing on the client’s entitlement to substantial real estate in Israel that is itself the subject of an Israeli will • Restructuring a group of offshore trusts to mitigate the effects of changes to the Israeli trust tax legislation • Advising an Israeli resident with a British overseas territory passport on establishment of a right to UK citizenship

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Notes

No.1 London Bridge London SE1 9BG DX 144370 Southwark 4 Tel: +44 (0)20 3755 6000 Fax: +44 (0)20 3650 7000 www.howardkennedy.com @HowardKennedy_