Be acquires 86% of Firstwaters GmbH

INVESTORS INFORMATION – 14th January 2021 // Milan

Be acquires 86% of Firstwaters GmbH, a leading player in Management Consulting for Corporate & Investment Banking

Be Shaping The Future S.p.A. (“Be” or the Company – BEST.MI), a company listed on the STAR segment of Borsa Italiana and one of the leading Italian providers of professional services for the financial industry, has reached an agreement to acquire 86% of the share capital of Firstwaters GmbH, a Management Consulting firm based in Frankfurt am Main and Vienna, providing services to Financial Institutions.

Founded in 2000, Firstwaters is a recognised specialist player, with a proven track record in transformation projects across the Corporate & Investment Banking value chain (Front-Office, Pricing/Modelling, Settlement, Accounting, Market Risk Management) for multiple asset classes (FX/MM, IRD, CRD, Equities, Commodities, etc.) and financial instruments (Spot, ETD, OTC derivatives).

Firstwaters main highlights are (2020E): Total Revenues €11,7M, EBIT €2,6M, workforce about 50 FTEs.

Firstwaters ticks all the boxes of companies we like to be part of our Group – says Stefano Achermann, CEO of Be: they have a reputable team, a presence in our second home market – the DACH region – and excellent skills in digital transformation. Firstwaters has a great potential for interaction and synergy with all other Group entities. We are happy to welcome the whole Firstwaters team. With Marco Fäth, Martin Peter and Swati Buderbach, the three managing directors, we are ready to do a great job to strengthen our market leadership.


Firstwaters is well known as a partner of leading German and Austrian banks for the successful implementation of business transformation and system integration projects – declares Marco Fäth, Founder and Managing Director of Firstwaters. Our discussions with Be Group have shown that we share the same passion and commitment towards serving financial market participants with outstanding consulting services. We look forward to a period of accelerated growth, as entering Be Group will open a wide range of opportunities for our business and our consultants within and beyond our current scope of activities.


The agreement envisages the initial acquisition by Be of 85.71% of the Firstwaters share capital in Q1 2021 against a price of €10.2 million.

The remaining share capital will stay in the hands of the two managing directors Marco Fäth and Martin Peter, who will continue to drive the growth of the firm. Be will then complete the acquisition of the remaining shares at the end of Fiscal Year 2024. The remaining price will be based on the company’s results in 2022, 2023 and 2024.

T2-T2S Consolidation – Implementation difficulties

Some reminders about the project

  • T2-T2S Consolidation project

The Eurosystem has launched a project to consolidate TARGET2 and T2S, in terms of both technical and functional aspects. The objective is to meet changing market demands by replacing TARGET2 with a new real-time gross settlement (RTGS) system and optimising liquidity management across all TARGET Services. The new consolidated platform will be launched in November 2022. The new RTGS system will offer enhanced and modernized services to the market. The messaging standard ISO 20022 will be used, which is also the case for T2S and TIPS.

 

  • Timeline for implementation

The calendar and its different milestones is under the responsibility of the Governing Council of the  European Central Bank. Since the postponement announced on July 31st, 2020, which now sets the start date at November 2022, no complete changes of the calendar and its different milestones have been published. Only the User Testing Step has been announced for December 2021. The timing of other project milestones is currently under review.

 

  • T2-T2S Consolidation and CBPR+ alignment

The time lag (postponement of T2-T2S Consolidation to November 2022) has allowed for the two projects T2-T2S Consolidation and CBPR+ to be aligned. This will facilitate a better integration of ISO 20022 payment messages, which are used either in correspondent banking (CBPR+) or in HVP (High Value Payment).

 

Prerequisites for carrying out the project

  • Having a complete and up-to-date impact study

The completeness of this often neglected document is a guarantee of success for the subsequent stages. This will avoid having to redo an analysis of certain applications along the way.

 

  • To be familiar with the impacted applications

Knowing the functions and inputs/outputs of an application is essential to be able to propose new workflows or processes. In the same way up-to-date documentation is a plus.

 

  • Having access to the regulatory documentation to understand deeply the mechanisms of the new T2 system

Two sources are essential:

. ECB documentation in particular UDFS documents (User Detailed Functional Specifications) that describes Real-time Gross settlement, Central Liquidity Management, Business Day Management, Common Reference Data, … .

. SWIFT documentation that describes the structure of the messages used in CBPR+.

 

Errors to be avoided

  • Consider the project only as a format migration project

It is not only a question of converting MT messages (legacy FIN messages) to MX messages (ISO 20022 XML messages) and vice-versa.

It is also necessary to consider new types of messages (e.g. R-Messages) that do not exist in the current T2 system, for this purpose a more detailed analysis is required, which can lead to the design of new workflows involving (an) investigation system(s).

However in some cases the use of a converter can be considered.

 

  • Wanting to adapt applications to MX format at all costs

The applications in scope of the T2-T2S Consolidation project are often old (10 years or more), so a renewal is not superfluous. Decommissionning and replacement has to be considered as a credible alternative.

 

  • Treating the project as a monobloc is not desirable

The complexity of the task, implies a parallelisation. As the implications are numerous, streaming of the project is inevitable. This parallelisation of tasks will increase the work force. Thus T2-T2 Consolidation has an impact on many core subjects in the bank, including for example SWIFT Network, Market and Liquidity Management  and Compliance and it also has consequences on Reporting or Channels used by the customers.

 

Multiple skills to be owned

It is important to bring together a wide range of skills to implement all the necessary adaptations to T2-T2S Consolidation.

 

  • Knowledge and practice in Payments area

It must be dual:

. Knowledge in Correspondent Banking & Target 2 i.e usage of MT messages,  

. Knowledge in SEPA type payments – SCT and R-Messages  i.e. usage of ISO 20022 messages.

  • Knowledge and practice in the treasury area

It is necessary to have a deep knowledge in the current mechanisms and its local connotations to be able to design the new mechanisms to be implemented.

  • Knowledge and technical ease

It is important to know :

.  Message Broker / Messaging Software applications

 

Conclusion

By avoiding the errors presented above and by having the necessary skills, the realisation of this complex project should lead to substantial gains, for example:

  • At the technical level

Simplification of the IT landscape (decommissionning)

and reduction in the number of formats used (standardisation towards ISO 20022) should increase ease of system management but in the same time it should require other technical skills. 

  • At the financial level

This project is an opportunity to completely regain control of liquidity management.

Thus intra-group management facilities allow for re-centralisation of such liquidity management.

It is also an opportunity to re-examine the possibilities of direct or indirect participation to T2.

 

More information

To go deeper into this subject

 

European Central Bank

https://www.ecb.europa.eu/paym/target/consoconsolid/html/index.en.html

Bundesbank

https://www.bundesbank.de/en/tasks/payment-systems/target2-t2s-consolidation/target2-t2s-consolidation-723780

SWIFT

https://www.swift.com/news-events/news/banks-prepare-for-far-reaching-changes-in-the-european-payments-landscape

 

By Jean-Noël Prost | Be STF GmbH

EPI – New hope for independence

Initiative

  • General

Supported by the European Central Bank (ECB) and the European Commission (EC), who see this initiative as a solution to limit Europe’s dependence on foreign players (Visa, Mastercard and Big Techs i.e. Google, Amazon, Facebook, Apple and Microsoft), on July 2nd 2020 sixteen major European banks laid the foundations of what will be the future European payment standard called European Payment Initiative (EPI). The aim is to create a pan-European payment system and interbank network. This new European payment standard should offer an alternative to the American giants (Visa and Mastercard) and emerging Chinese players (notably China Union Pay).

  • Founders

The sixteen banks behind this initiative are:

Banco Bilbao Vizcaya Argentaria, BNP Paribas, BPCE, CaixaBank, Commerzbank, Crédit Agricole, Crédit Mutuel, Deutsche Bank, Deutscher Sparkassen- und Giroverband e.V., DZ Bank, Internationale Nederlanden Groep, KBC Group, La Banque Postale, Santander, Société Générale, UniCredit (HVB).

 

Origins and main causes

Three main causes can be identified:

  • Incompatibility of national schemes and solutions

The ECB indicates that ten European countries currently have national card schemes that do not accept cards from other EU member states. Furthermore  in addition, there is a significant offer of incompatible national domestic payment services. To avoid such fragmentation, the initiative therefore makes sense.  

  • Declining profitability of card payments

The profitability of cards operations is now under threat: competition from new “digital players” (neobanks and Big Techs) is putting pressure on billings to merchants and cardholders. Interchange fees have already been capped by European regulations, and the current revision of DSP2 raises fears of a further decline in these fees. Indeed the economic model of neobanks is based on the provision of a credit card, often free of charge and has a strong impact on the profitability of “brick-and-mortar banks”.

  • Confidentiality of data

The implementation of a pan-European solution will strengthen data protection, in particular in the application of the GDPR (General Data Protection Regulation) by structuring exchanges and confining them to Europe, thus avoiding the dissemination of data  on networks outside Europe.

 

Details

EPI’s ambition is to create a unified pan-European payment solution based on Instant Payments / SEPA Instant Credit Transfer (SCT Inst), offering a bank card to consumers and merchants across Europe, a digital wallet and peer-to-peer (P2P) payment solutions including cash withdrawals too.

  • Scheme

The EPI will be based on the SEPA (Single European Payments Area) Instant Credit Transfer scheme, that is operational since November 2017.

  • Infrastructure

It will use the Eurosystem’s TARGET Instant Payment Settlement (TIPS) system, which enables instant settlement of Euro payment transactions 24/7 and across the EU. It was launched in November 2018.

 

Implementation schedule

The start of the implementation phase will kick off in the coming weeks with the creation of a temporary company in Brussels (Belgium), which will define clear deliverables, including the finalisation of the technical and operational roadmap.

Until the end of 2020, a period is open for European market players, banks, banking conglomerates and third party payment service providers to join EPI as founders.

EPI is expected to enter the operational phase in 2022.

 

Perspectives

  • Advantages

This new initiative will make it possible to process payments without using the American Visa or Mastercard networks and by processing these payments as instant transfers (SEPA SCT Instant Payment). As the scheme (SCT Instant Payment) and the system (TIPS) are already in use, it  should make the implementation of EPI easier.  

  • Inconveniences

Difficulties winning against the challengers who have occupied the field for a very long time

The difficulties of establishing a brand are obvious in facing  systems that have existed since the 60s. Thus Bank of America launched the first credit card in 1958 (Bank Americard became Visa) and as a reaction United California Bank launched a competing card which became MasterCard in 1966.

Difficulties to convince customers

This last point is not necessarily the easiest because the payment offer is multitudinous and the competition between the “brick-and-mortar banks” at the origin of the initiative and the neobanks (N26, Revolut, …) is fierce. 

Conclusion

The future will tell us whether this bold gamble can carve out a place for itself in the payments landscape where supply is high and competition is raging.

More information

To go deeper into this subject

 

European Central Bank

https://www.ecb.europa.eu/press/pr/date/2020/html/ecb.pr200702~214c52c76b.en.html

European Commission 

https://ec.europa.eu/info/news/200702-european-payments-initiative_en

Scheme Instant Credit Transfer

https://www.europeanpaymentscouncil.eu/what-we-do/sepa-instant-credit-transfer

TIPS

https://www.ecb.europa.eu/paym/target/tips/html/index.en.html

 

By Jean-Noël Prost | Be STF GmbH

“Be”acquires control of Tesla Consulting

Be Think Solve Execute S.p.A. (Be), listed on the STAR segment of the Italian Stock Exchange, bought 55% of the share capital of Tesla Consulting s.r.l., an Italian company specialized in services and solutions for cyber security and Digital Forensics. The transaction represents a progressive strengthening of Be’s presence in this sector, which will become increasingly important over the next 36 months..

“We will contribute with skills, time and capacity of excellence – says Stefano Achermann, CEO of Be – to the the development of models and proprietary solutions aimed at: prevent adverse events, simulate the development of relevant phenomena, provide our customers with a superior reading capacity compared to to their competitors. Tesla will be part of this proposition and we are very happy that proficiency like that has become part of Be Group”.

The transaction follows the entry in the share capital of Tesla Consulting in February 2019 and brings to 60% the ownership of the share capital.

Source : “Be” acquires control of Tesla Consulting, reaching 60% of the share capital.

Application Management at Be GmbH

The Application Management process guides how business applications are developed, managed, improved, and when necessary decommissioned.

 

Specific challenges arise in the application management of capital markets standard software packages, which lead to high costs and risks:

  • Continuously high need for change (time to market requirements, need to increase operational efficiency, regulatory pressure) combined with very high requirements regarding stable operations
  • Very specialized skill requirements, due to common use of very specific and highly customizable standard software packages.
  • Flexible team size requirements – minimum team sizes are necessary to deal with support requirements (cover business hours), while team size peaks occur regularly in particular in context of release upgrades.

 

In addition to this, Application Management includes usually production environment related tasks – hence compliance is an issue since externally performed tasks might be considered as an essential outsourcing according to MARisk.

In order to simplify auditing procedures for the financial institutes, an option for service institutes is to go for ISAE3402 – “International standard on Assurance Engagements (ISAE) No. 3402, Assurance Reports on Controls at a Service Organization”.

According to http://isae3402.com/ISAE3402_overview.html, “ISAE 3402 was developed to provide an international assurance standard for allowing public accountants to issue a report for use by user organizations and their auditors (user auditors) on the controls at a service organization that are likely to impact or be a part of the user organization’s system of internal control over financial reporting.”

Be offers application management services in shared service centers, comprising a highly skilled and flexible team, clearly defined services and processes, and in particular compliance via an ISAE3402 proven internal control system.

Our service model comprises of standardized processes, which are in the transition phase tailored to the needs of the client. A regular process review ensures that they fit to current needs.

 

Our Internal Control System (ICS) is derived from a risk analysis of the service, e.g. covering process risks, and is the basis of quality and compliance. We elaborate a detailed Risk Control Matrix, which is afterwards the base for defining Controls of our ICS and for creating an ICS Monitoring plan.

An ISAE report, stating the adequacy of controls and showing also the effectiveness of implemented controls, has been created for parts of our run services recently.

Be is offering services for many standard capital markets software packages. Be has a proven track record of successful projects and application management services delivered. We provide specific assets, in particular related to efficient automatic testing, to deliver an outstanding service quality with a highly competitive price. The service delivery can either be performed onsite at the client premises or in one of our service centers (e.g., in Magdeburg, Warsaw, Milan or Lisbon).

Be has a standardizes service transition model to guarantee a successful take-over of application management services, in an incremental way.

Finastra’s market-leading treasury solution now offered as a fully managed service in the cloud

Fusion Treasury (previously known as Fusion Kondor) in the cloud, delivered by regional partner Be GmbH, will help treasurers make better decisions, faster.

Frankfurt, Germany, 1st July 2019. Be GmbH has launched Finastra’s Fusion Treasury, its market-leading treasury solution, as a fully managed service in the cloud. Deployed on Azure, Microsoft’s enterprise-ready trusted cloud platform, Fusion Treasury will help financial institutions reduce time to market, increase profitability and risk management whilst keeping in line with changing markets and regulatory demands. The solution, previously known as Fusion Kondor, will be offered to financial institutions and corporates in the DACH region. It is provided and managed by regional partner Be GmbH, a consulting firm specialized in capital markets, IT infrastructure and systems integration for the financial sector in Europe.

Pedro Porfirio, Head of Capital Markets at Finastra, said, “Fusion Kondor has been a key product for treasurers in financial services for many years. But with changing environments, it’s time for us to offer our customers this market-leading product in the cloud, allowing them to embrace the benefits it offers such as increased efficiency, speed and flexibility, whilst lowering costs. Being in the cloud will also give our customers access to further innovation through our open platform FusionFabric.cloud. Partnerships are a fundamental part of helping our clients along their transformation journey. BE TSE GmbH’s long-standing experience in the region means that they will be able to provide our customers with close support for the delivery and operations for a smooth transition to the cloud.”

Fusion Treasury is a single, integrated, front-to-back solution, built to cover all aspects of a bank’s operations in treasury, capital markets, derivatives, and risk and compliance. The solution enables financial institutions to integrate and automate systems and streamline treasury operations. By moving to a cloud technology, customers will be able to reduce time-to-market and scale more effectively. Fusion Treasury in the cloud can be implemented within one week and users can quickly take advantage of the pricing functions, compliance and reporting modules.

Rüdiger Borsutzki, CEO at Be GmbH said, “We have been working with banks in the DACH region for years and we know that Finastra’s treasury solution will offer a great alternative for financial institutions that do not want to increase their IT footprint but want to take a step up on their operations. Our team of experts have over 20 years’ experience and will offer technical support, technical upgrade services and premium functional support to Finastra customers. Financial institutions can now focus on what really matters – their customers – relieving them of IT burdens.

Have a look on our product page: Fusion Treasury on the cloud

For more information please contact Manuel manuel.mello@be-tse.de or call us at +49895173970

Be and ApiOmat sign a partnership

With innovative ability, technology competence and an international orientation, we support customers holistically in their digital transformation

 

 

Be GmbH and Apinauten GmbH have agreed on a partnership in order to support customers optimally and holistically in their digital transformation.

Developed by Apinauten GmbH, ApiOmat is a comprehensive multi-experience platform that supports all relevant frontend channels and integrates legacy applications. ApiOmat is ideally suited for rapid prototyping as well as scalable and secure operation of enterprise applications.

Be supports the Apinauten GmbH through technological integration of ApiOmat into the application landscape of customers in the financial sector. A key factor for success, in addition to Be technology competence, is the excellent knowledge of bank-specific industry solutions that are integrated with ApiOmat.

ApiOmat customers in the financial sector benefit from this partnership – supported by a highly qualified team of Be industrial specialists, innovations are implemented in an agile, fast and scalable manner and are sustainably operated.

Be has a long history as a trusted partner to numerous clients in the financial sector. The further expansion of ApiOmat’s application is supported by the use of Be’s network in the DACH region and a total of 9 European countries.

„____________

The management of Apinauten GmbH explains in this context:

“We are proud to have Be GmbH by our side as an experienced partner. Our specialist partner network will be expanded and our customers will benefit from the professional and technical symbiosis of Be GmbH and ApiOmat. You will receive professionally specialised and suitable solutions at the highest technical level with agile and speedy project realisation.”

„____________

“We are very pleased with this agreement,” states Dr. Dirk Fuchs, Chief Business Development Officer of Be GmbH. “We have been successfully supporting financial service providers in the DACH region for many years and are convinced that multi-experience applications can be implemented very quickly and efficiently on the basis of ApiOmat and that Legacy IT can be optimally integrated. Our team of experts provides technological support and is a guarantee for the fast and safe introduction of ApiOmat.”

About ApiOmat

 

From its headquarters in Leipzig, Apinauten GmbH has been developing and selling ApiOmat – the leading European multi-experience platform – since its foundation in 2012.ApiOmat connects worlds and links IT with business. Prototypes can be created in a matter of hours instead of weeks. Thanks to the decoupling of front-end and back-end development as well as low-code tools, multi-experience applications are implemented much faster, safely operated and integrated with existing legacy IT.In December 2018, Apinauten GmbH became part of the EASY Software Group to strengthen and expand the capabilities of the rapidly growing EASY Cloud Platform. Together, EASY and ApiOmat are important B2B software and cloud solutions providers with more than 6,000 customers using the EASY Cloud Platform.

More Informations: https://apiomat.com/en/

The Board of Directors of Be Shaping the Future today approved the draft Financial Statements

The Board of Directors of Be Shaping the Future today approved the draft Financial Statements and Consolidated Financial Statements as of December 31, 2018, covening the Sharehoders’ Meeting.

The balance sheet presented today is the result of a brilliant year” – says Stefano Achermann, CEO of Be – “with solid and strongly growing business indicators. Results are even more significant if we consider that they include provisions in the amount of €/mln 2.4, due to costs for disposal of the Operations segment, no longer strategic for the Group’s activities. We recorded overperforming business indicators, even more than 30% compared to 2017. The transiction to positive of the NFP is also significant, despite the distributed dividends and the starting of the treasury shares buy-back. We will propose to the Shareholders’ Meeting to increase the amount of the dividend up to 0.022, dividend yield of 2.44%. Thanks to this performance, we achieved the organic growth targets, presented in the 2017-2019 business plan, one year in advance. We will evaluate, in the coming weeks, a possible review of our strategies to support and make our growth process even more robust over the next 36 months“.

The Official Press Release: https://goo.gl/12c2VZ

Be achieving the leadership in the Cyber Security: the acquisition of Tesla Consulting

Be Think Solve Execute S.p.A. (Be), listed on the STAR segment of the Italian Stock Exchange, accellerates the creation of a Cyber Security leadership by entering the share capital of Tesla Consulting (the Company) and subsequently completing its take over process.

TESLA Consulting s.r.l. is an Italian company specialized in services and solutions for cyber security and Digital Forensics. The transaction consists of the purchase of a first tranche of the Company’s share capital, equal to 5% and a second tranche, in the amount of 55% of the share capital, by July 2019; the first tranche grants Be the complete operating governance over the Company through the appointment of the majority of the members in the Company’s Board of
Directors.
TESLA was founded in Bologna in 2013 by Stefano Fratepietro, recognized at international level as a father and founder of the DEFT Linux project, one of the most extensively used computer survey systems. Stefano, who will be in charge of the further development of the company, is also acting as professor for some of the major Italian Universities and Computer Security Technical Consultant for many national and international organizations. Thanks to his leadership, in the last 3 years the Company has grown by 270% and is expected to close 2018 with Eur 1.8 million revenues and 30% EBITDA margin.
The parties also agreed on a “Put & Call” structure for the purchase of the residual share capital in two subsequent tranches by June 30, 2028.

 

“We have been launching Cyber Security projects for some months – says Stefano Achermann, CEO of Be – in a market where the demand for these services is more and more important. Talent, access to information, technical skills, situation management, relational systems and professional ethic really make the difference in this market. The acquisition of Tesla Consulting, lead by Stefano Fratepietro – one of the most recognized professionals in the sector – will bring us up to 60% of the Company share capital from the month of July this year. The transaction contributes to complete Be portfolio in the areas of specialized Consulting, Cyber Security Operations Center and Digital Forensics”.