THAT'S WHAT WE DO.
WHO WE ARE?
AMANIKI GmbH (AMANIKI) is a newly formed Managing General Agent (MGA) and one of the first standalone German MGAs in the M & A insurance market. AMANIKI brings together experienced underwriters with a passion for tailored M & A insurance solutions. Office locations include both Frankfurt and the AMANIKI Ltd. In London from where AMANIKI serves clients across Europe. AMANIKI has a broad appetite not only in terms of jurisdiction but also industry and risk type reflecting
the team’s composition, language abilities and experience.
AMANIKI offers a traditional suite of M & A related insurance products including:
■ Warranty & Indemnity insurance
■ Contingent Tax (Tax Liability) insurance
■ Contingent Other (Special Risk) insurance
WHAT IS A MANAGING GENERAL AGENT?
An MGA acts as an intermediary between the insurers and the broker. The MGA therefore performs many of the functions normally undertaken by capacity providers. The MGA acts as their agent under a binding authority agreement (the “Binder”). The Binder authorises AMANIKI to underwrite the relevant risk and issue the final policy on behalf of the insurer.
We work closely with our capacity providers in all areas. Claims are handled by AMANIKI’s capacity providers who have significant claims ihandling experience. However, the claims handling process is coordinated by AMANIKI,
reflecting our business philosophy that the
policyholder should experience a consistent level of quality throughout the policy’s lifecycle.
■ Our capacity providers are highly rated
■ insurers with solid claims expertise and
■ reputation. They have significant experience
■ of working with MGA’s like AMANIKI.
■ We pride ourselves on having a strong
■ relationship with our capacity providers
■ underpinned by our philosophy of trust and
■ respect. This enables our underwriters to
■ make the required underwriting decisions and
■ to move in tandem iwith the transaction
■ timeline.
■ Not only do we offer the traditional suite of
■ W&I and Tax Liability insurances, but
■ AMANIKI also has a special focus on insuring iiiiother contingent complex risks arising in
■ connection with a transaction.
AMANIKI’s Capacity Providers are:
WHY AMANIKI?
■ AMANIKI’s underwriters have over 45 years
■ combined experience within the transactional
■ risk industry.
■ We are committed to building and maintaining ■ long-term partnerships regardless of what
■ outcome Brexit may deliver.
■ As mentioned above, we have contact points
■ in both Frankfurt and London
■ enabling us to service the UK and continental
■ European market.
HERE WE ARE.
JUTTA WOODHALL
HERR FRANZ
STEFANIA FONTANA
JACO VAN DER MERWE
JUTTA WOODHALL
Office Manager
Prior to joining AMANIKI,
Jutta worked for several
international companies
including Dual, Mercer and
John Deere. Jutta is
based in Frankfurt and
supports both the Frankfurt
and London Office.
T +49 69 8700 682 00
M +49 151 1565 8556
jwoodhall@amaniki.com
HERR FRANZ
Mascot
Herr Franz is our
own personal little hairy
Greek import.
He joined AMANIKI right
from the beginning
and as our mascot he is responsible for employee wellbeing which
he takes very serious by creating feel good moments and a lot of fun.
STEFANIA FONTANA
Underwriter
With a legal background Stefania before joining
Amaniki was a trainee at HCC and AIG. She spent some
time also in China where she attended an executive programme on international
and Chinese law and worked
as paralegal for a
Milan-London based law firm.
T +49 69 87006 8203
M +49 160 1624861
sfontana@amaniki.com
NIKI DEMIRBILEK
Managing Director
& Founder of AMANIKI
As a lawyer qualified in
both Germany and New York,
Niki has more than
20 years experience in M & A
and more than
11 years in M & A Insurance.
Prior to founding AMANIKI,
previous roles included
leading positions within AIG,
Zurich and Dual.
T +49 69 8700682-01
M +49 160 1624 722
ndemirbilek@amaniki.com
JACO VAN DER MERWE
Senior Underwriter
Jaco has been underwriting
W & I for over 5 years
and has a London market
insurance career spanning
back to 2001. Prior to joining
AMANIKI, previous roles
included positions at Chubb,
Dual, AIG and Allianz.
Jaco is based in London but
works closely
with the Frankfurt team.
T +44 (0) 207 347 5601
M +44 (0) 7367383088
jvandermerwe@amaniki.com
NIKI DEMIRBILEK
Best Warrenty & Indemnity Insurance
Fine Tax Liability Insurance
WARRANTY & INDEMNITY INSURANCE.
Warranty & indemnity (W & I) insurance is a tailor-made insurance product designed to cover losses resulting from unknown breaches of warranties and indemnities given by the seller to the purchaser in the purchase agreement. This product, subject to the De Minimis and the threshold, covers financial losses which stem from unknown warranty breaches discovered by the insured after the transaction. It is not designed to cover that which has been disclosed or which is known prior to entering into the transaction.
AMANIKI effectively "takes the position" of the person or entity giving the contractual warranties and/or indemnities in the purchase agreement. This allows the buyer to recover loss arising out of warranty breaches directly with AMANIKI. However, W & I is not intended to replace a robust disclosure and/or Due Diligence process. It is expected that both the seller and the buyer will negotiate all aspects of the agreement, including the warranties.
As a result, each W & I insurance policy is a highly bespoke, tailor-made product fitted to the specifics of the deal. W & I policies are not capable of renewing and the premium is a one-off payment that is payable upon closing.
SELL-SIDE OR BUY-SIDE W & I INSURANCE?
W&I insurance policies can be purchased and introduced either by the seller (sell-side policy) or the buyer (buy-side policy). In most instances W & I insurance is purchased by the buyer.
The question of who pays for the policy will usually be the subject of negotiation between the parties. The policy will normally become effective from completion of the business sale although, it is generally possible to arrange a policy even if signing or completion have already occurred.
SELL-SIDE.
A sell-side policy covers claims from the buyer for a breach of warranty including the tax warranties or the tax indemnity. The buyer asserts its claims against the seller. The seller then seeks indemnification from the insurer. The policy offers liability protection to the seller
(and any guarantor or other warrantors depending on the agreement) for innocent misrepresentations. Seller fraud cannot be insured in a sell-side policy.
BUY-SIDE.
A buy-side policy covers the buyer against the seller’s misrepresentations. Two key advantages of a buy-side policy over a seller-side policy are:
■ A buy-side policy provides indemnification in
■ respect of seller fraud, although the policy is
■ structured so that the insurer has the ability to
■ subrogate against the seller. The insurer only
■ has recourse against the seller if the loss
■ resulted from fraud or wilful misconduct on
■ their part.
■ In most cases the seller is not involved in
■ the claim. The buyer can claim directly against
■ the insurer (i. e. without having to pursue
■ recourse against the seller or warrantor(s) who ■ provided the warranties in the agreement).
WHAT INFORMATION DO WE REQUIRE?
■ To provide a non-binding indication:
■ - Deal background information
■ (e. g. information memorandum), and
■ information about the seller and
■ the buyer
■ - Draft of the acquisition agreement,
■ including the disclosure letter and
■ outstanding appendices or schedules to it
■ - Accounts of the target (on share deals)
■ To underwrite and finalise a policy
■ (if instructed):
■ - Each and every draft of the purchase
■ agreement
■ - Any Due Diligence reports available
l■- Data room access
■ - Expense agreement signed by the insured
CONTINGENT TAX (LIABILITY) INSURANCE.
Whereas tax coverage under a W & I policy generally covers unknown tax risks resulting from a breach of the tax warranties and the tax indemnity obligations given by the seller,
a bespoke tax liability insurance policy covers losses from known / identified tax risks which are uncertain or difficult to quantify. Such risks often arise out of a legal conclusion on a specific tax position (question of law rather than a question of fact) adopted by the target which could potentially be the subject of future challenges by tax authorities. Such insurance is unlikely to be available for promoter-driven, repetitive or purely tax motivated transactions or those cases already subject to an audit, involved in litigation or on appeal from a tax authority.
WHAT TYPE OF TAX EXPOSURES CAN BE COVERED?
In principle, most taxes can be covered where the exposure arises out of a commercial transaction (e.g. trade tax, real estate transfer tax, value added tax etc.), together with interest and (non-criminal) penalties. Other examples include:
■ Award or final determination of tax liability
■ Estimation calculation of the maximum risk
■ exposure (quantum of the risk)
■ Detailed explanation and analysis of the
■ technical defence available should a claim be
■ brought
■ Any opinions or notes from the insured's
■ advisors or counsel and a declaration/
■ representation of all material facts
■ payable to the relevant tax authority
■ Interest and penalties - any interest and/
■ or penalties (which are insurable by law) ■ ■
■ imposed or assessed in respect of the
■ insured tax liability.
■ The application of withholding taxes to
■ payments
■ Reclassification of transactions and
■ payments
■ Cross-border restructuring (historic)
■ Entity classification, employment tax issues
■ Residency for tax purposes
■ In asset deal transactions the risk that the
■ acquirer of the real estate is held secondarily
■ liable for the taxes of the seller (e.g. pursuant
■ to § 75 German Fiscal Code or §§ 11, 12 Land
■ Tax Act etc.) and
■ Application of real estate transfer taxes to
■ transactions
WHAT TYPE OF TAX EXPOSURES CANNOT BE COVERED?
Whilst Tax insurance can provide peace of mind in many instances, certain (general) exclusions apply. Examples include:
■ Inaccurate facts or omission of information
■ Criminal or fraudulent acts or intentional
■ violations of law
■ Changes of law after the inception of the
■ policy
■ Failure to follow correct filing procedures
■ Tax avoidance/abuse schemes such as those
■ covered by the Disclosure of Tax Avoidance
■ (DOTA) regime are not insurable
■ Risks in jurisdictions with an underdeveloped
■ tax system or an unreliable court system
WHAT INFORMATION DO WE REQUIRE?
A detailed note from an external tax advisor (tax opinion) setting out:
■ Description of the underlying facts and
■ circumstances (the background)
■ Description of the risks (potential tax liability)
■ arising out of those facts and circumstances
■ Legal analysis of the likelihood of the risk(s)
■ materialising (risk rating)
■ Calculation of the maximum risk exposure
■ (quantum of the risk)
■ Detailed explanation and analysis of the
■ technical defences available should a claim be ■ brought
■ Opinions or notes from the insured’s advisors
■ or counsel
■ Declaration/representation of all material
■ facts
CONTINGENT (SPECIAL RISK) INSURANCE.
During the due diligence process in a During the Due Diligence process a special risk could be identified which may have the ability to become a “roadblock” in the risk allocation process.
For instance, neither the sell-side nor the
buy-side may be willing or able to bear this specific risk. Without an agreement on this point, negotiation would stall. With a special risk insurance policy the risks can be transferred to the insurer allowing the negotiation process
to continue and the transaction to proceed. Ultimately it can guarantee a clean exit for the selling party.
WHAT TYPE OF EXPOSURES CAN BE COVERED?
■ threatened legal action
■ environmental risks
■ contractual disputes
■ potential IP infringement
■ challenged permits
■ potential challenge to compliance with
■ zoning laws
WHAT INFORMATION DO WE REQUIRE?
Our specific requirements will depend on the risk but in general we require information showing:
■ Description of the underlying facts and
■ circumstances (the background)
■ Description of the risks (potential liability)
■ arising out of those facts and circumstances
■ Underlying documents of the litigation, permit, ■ contract or whatever the subject is
■ Legal analysis of the likelihood of the risk(s)
■ materializing (risk rating)
■ Estimation calculation of the maximum risk
■ exposure (quantum of the risk)
■ Detailed explanation and analysis of the
■ technical defence available should a claim be
■ brought
■ Any opinions or notes from the insured’s
■ advisors or counsel and a declaration/
■ representation of all material facts
■ Estimation calculation of the maximum risk
■ exposure (quantum of the risk)
■ Detailed explanation and analysis of
■ the technical defence available should a claim
■ be brought
■ Any opinions or notes from the insured's
■ advisors or counsel and a declaration/
■ representation of all material facts
TAKE YOUR PICK.
Extra Litigation Buy-Out
OUR DNA.
OPERATING PERSON/RESPONSIBLE PARTY
OF AMANIKI GmbH (the PARENT COMPANY)
Name of operating person: Niki Demirbilek
Address of operating person:
Friedensstraße 7
60311 Frankfurt am Main
CONTACT DETAILS OF OPERATING PERSON:
E-Mail-Address: ndemirbilek@amaniki.com
Phone-Number: +49 (0)69 8700 682 01
Fax-Number: +49 (0)69 8700 682 06
LEGAL FORM:
Gesellschaft mit beschränkter Haftung (GmbH) (Limited LIability Company according to German Law)
Respresented by the solepower managing director Niki Demirbilek
REGISTERED:
Registered at the trade register of the district court Frankfurt am Main with reference number
HRB 114691
USt-ID: DE323519674
Further special legal notices Data according
to §15 VersVermV (German Insurance Mediation Act)/details and linking of the regulatory authority
MUTUAL REGISTRATION OFFICE:
Deutscher Industrie- und
Handelskammertag (DIHK) e.V.
Breite Straße 29, 10178 Berlin,
Phone: +49 (0) 30 20308-0
RETRIVAL OF REGISTER:
www.vermittlerregister.info
or via register number D-MN3D-FY9K8-08
ARBITRATION BOARD:
Schlichtungsstelle für gewerbliche Versicherungs-, Anlage- und Kreditvermittlung
(Arbitration board for trading insurance, assets or credit brokerage)
Glockengießerwall 2, 20095 Hamburg
NAME AND ADDRESS:
Amaniki GmbH
Friedensstraße 7
60311 Frankfurt am Main
Managing Director:
Nigar-Madeleine Demirbilek
OPERATING BUSINESS:
Licensed insurance representative according to § 34 d Abs. 1 GewO (Trade Law)
IHK Frankfurt am Main
CONSULTING:
The business also includes consulting work
Way and source of the compensation:
The compensation of the practice is carried out as follows:
■ specifically agreed payments from the client or
■ commission which is included in the insurance
■ premium which is being paid out by the
■ insurance company.
WE ARE SAFE.
PRIVACY NOTICE
Amaniki GmbH values your privacy and we are committed to protecting your personal information when you visit this website. This Privacy Notice relates to our use of personal information you provide through this website. When you provide personal information through our website, we are obliged to handle and protect your information in line with applicable legislation and regulation. In continuing to use our website, you provide your acceptance and agreement to this notice.
WHAT DATA DO WE COLLECT?
When you submit an enquiry for our services, we may ask for personal information. This may consist of your name, email address, postal address and telephone number. If you choose not to provide such information, we may not be able to respond to you or provide information about our services.
HOW IS THIS INFORMATION USED?
We use your personal information to contact you about an enquiry you have submitted through this website. We consider we have a legitimate interest under relevant data protection law and regulation to use your personal data in this way.
HOW AND WHERE IS THIS INFORMATION USED?
We will keep your information confidential except where disclosure is required by law or regulation. Personal data about an individual's racial or ethnic origin, political opinions, religious or similar beliefs, trade union membership, physical or mental health or condition, criminal offences, or related proceedings (being sensitive personal data) is strictly controlled in accordance with our Privacy Policy. However, we may disclose general statistical information regarding use of our website in the following circumstances: 1) to prospective commercial partners; 2) in the event that we buy or sell any business or asset; 3) if we or substantially all of our assets are acquired by a third party; or 4) if required by any applicable law, legal obligation or regulation to enforce or apply our Terms of Use or any other agreement, or if we believe such action is necessary to protect and defend the rights, property or personal safety of our employees, consultants, the site or visitors.
WHERE IS MY INFORMATION STORED?
Information that you submit through this website is sent to a computer located in the EU. This is necessary to process the information and to send you the information you have requested. Information submitted by you may be transferred by us to our other offices and other reputable third-party organisations which may be situated outside the European Economic Area (“EEA”). By submitting your personal data through this website, you agree to such transfer, storage and processing. We will hold your personal information on our systems for such time as is necessary for the relevant service. Prior written consent is obtained before personal data is transferred outside the EEA.
Can I find out what personal information is held about me? Under data protection legislation and regulation, you have certain rights regarding your personal data (including rights of access, right to rectification, right to deletion, right to restrict processing and the right to object). We do not use automated decision making including but not limited to profiling. If you wish to make a data request, please write to our registered office address. We may charge an administration fee for information requests and will ask you to provide proof of identity. We are not obliged to comply with manifestly unfounded or excessive requests. You also have the right to complain about our use of your personal data by contacting the Information Commissioner’s Office or another relevant statutory body.
TERMS OF USE
These Terms of Use govern the use of Amaniki Limited's website and by using our website you have accepted the Terms Of Use. If you do not agree, please desist from using our website. For the avoidance of doubt, nothing on this website constitutes an offer to contract with you in any way. We may amend these Terms of Use from time-to-time and reserve the right to not provide notice of doing so.
SITE ACCESS
We endeavour to ensure this website is accessible continuously, but we cannot be held liable if for any reason the website is unavailable. We have the right to suspend, withdraw or restrict access temporarily or permanently.
PERMISSIONS
When using our website, you must comply with these Terms of Use. You may print from this website for your own personal, commercial and lawful purposes.
RESTRICTIONS
Material or information from this website must not be republished online or offline without permission. The copyright, trademarks and other intellectual property rights regarding material presented on this website are owned by us and must not be reproduced without our prior consent. All rights are reserved.
VISITOR CONDUCT
Where not covered by our Privacy Notice, any information that you send to us over this website is considered non-proprietary and non-confidential. We may use this material in any lawful way. When using this website, you must not post or write anything that is discriminatory, obscene, pornographic, racist, sexist, defamatory or confidential.
You must not misuse this website in any way by introducing viruses, trojans, worms, logic bombs or other material that is malicious or harmful. You must not attempt to gain unauthorised access to this website or the its server or any computer or database associated within website. You must not attack this website via a denial-of-service attack or a distributed denial-of service-attack. By breaching this provision, you commit a criminal offence under the Computer Misuse Act (1990) and we will always report such breaches to the appropriate law enforcement agency, disclose the identity of the person(s) responsible, and pursue the maximum possible punishment. In the event of such a breach, your right to use this website immediately ceases. We will not be held liable for any damage caused to your computer equipment, computer programmes, data or other material due to your use of the website. It is your responsibility to ensure that your computer has the necessary software to protect it from viruses and hacking.
LINKING
This website may include links to external websites and resources. We have included these links only by means of information or services that you may find useful and in no way provide any endorsement. We do not in any way take responsibility for the content of these websites or resources or for anything provided in or by them. You may link to this website from your own website only, provided that any such linking is lawful, protects our reputation and does not infer any association, approval or endorsement on our part unless we agree otherwise.
LIMITATION OF LIABILITY
Material displayed on this website is provided without any guarantee, conditions or warranties as to its accuracy or anticipated performance. We will not be held liable for any loss or damage suffered by you or a third party from using this website, including loss of data or any consequential loss, which includes but is not limited to loss of business, loss of revenue, or loss of goodwill. Nothing in these Terms of Use excludes or restricts liability for death or personal injury caused by negligence, fraud, deliberate misrepresentation, or liability not excluded or limited under the laws of England and Wales.
GOVERNING JURISDICTION
These Terms of Use shall be governed and construed in accordance with the laws of England and Wales. Any dispute arising in connection with these Terms of Use are subject to the exclusive jurisdiction of the Courts of Germany. Please address any queries regarding the Terms of Use to our registered office address.
HOW TO MAKE A COMPLAINT
AMANIKI is committed to providing a high-quality service at all times.
If at any time there are questions or concerns regarding the service provided by AMANIKI, please contact:
Complaints Department
Amaniki GmbH
Friedensstraße 7
60311 Frankfurt am Main
Germany
Email: complaints@amaniki.com
To help AMANIKI to deal with all comments quickly, please quote any contract or Policy number and Project Name in your correspondence. Your complaint will be acknowledged, in writing, within
5 (five) business days of the complaint being made. A summary resolution communication, or, within 8 (eight) weeks of your complaint being made, a final decision, will be provided to you. We will also provide you with periodic updates in writing on the progress of your complaint during this time. If we are unable to provide a final response at the end of this time period, we will state in writing the reasons for this and when we expect to be able to issue a final decision.
If, after following the above procedure your complaint has not been resolved to your satisfaction or within the stated 8 (eight) week time period, you may be able to refer your case to the Financial Ombudsman Service (FoS) depending on your status, free of charge, at:
For a complaint about AMANIKI GmbH as the representative of an insurer in connection
with the mediation of the insurance contract, you can contact the VVG as an out-of-court dispute settlement body within the meaning of § 214 Para. 1 No. 2 VVG:
Versicherungsombudsmann e.V.
Postfach 080632, 10006 Berlin
E-mail: beschwerde@versicherungsombudsmann.de
Telephone: For calls from the German telephone network, please dial the toll-free number 0800-3696000.
If you are calling from abroad, you need the toll number +49-3020605899.
Fax: From the German telephone network by fax under the free fax number 0800-3699000.
From abroad by fax under the toll fax number +49-3020605898.
The Versicherungsombudsmann's website www.versicherungsombudsmann.de
also contains an online contact form for uploading complaints.
The possibility of taking legal action remains unaffected by any complaints.