ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net ICARUS INVESTMENT FUND Soci ê t ê en commandite Sp ê ciale-SCSp Fonds d'investissement Luxembourg INFORMATION MEMORANDUM March 2020 Pag. 1 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net COMPANY DESCRIPTION Management: ICARUS INVESTMENT FUND SPECIAL LIMITED Icarus Management Fund S.a.r.l. PARTNERSHIP SCSp (hereinafter referred to as the General Managing Partner " Fund " or the “ Company ”) is a soci ê t ê en commandite Armando Marsilia (Class A Director) Fatma Benhara (Class B Director) sp ê ciale registered as a fonds d'investissement (investment fund) under the Luxembourg Laws with a Sectors : structure that may comprise different classes of shares. Biotechnology, Medical consumer products, Healthcare, Pharma Pursuit of the investment objective and policies of the Fund industrial and products, Medical equipment, Medical retailing and must be in compliance with the limits and restrictions set distribution, Pharmaceutical care market, Real Estate assets, FinTech forth hereunder. systems and any other sectors allowed As a partnership limited by shares (“ soci ê t ê en commandite in accordance with the scope of the Company pursuant to the By-Laws sp ê ciale ”), the Fund has two different types of Bank : shareholders: (I) ICARUS Management Fund S. á r.l. in its Primary Luxembourg and German capacity as general managing partner (“ associ ê g ê rant banks commandit ê ”) ; ICARUS Management Fund S. á r.l. is Accounting advisor: responsible for the management of Fund and is jointly and Belval S.a.r.l. severally liable for all liabilities which cannot be paid out of the assets of the Fund; and (II) the limited shareholders Law Firm: (“ associ ê s commanditaires ”) whose liability is limited to the CM&P Studio Legale Associato amount of their investment in the Fund. Initial dead-lock period : ICARUS Management Fund S. á r.l. will exclusively act as 5 years general managing partner (“ associ ê g ê rant commandit ê ”) of the Fund. Pag. 2 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net STRATEGY AND SECTORS Strategy The Fund aims to create value by partnering with our portfolio companies. This means that the Fund tries to enhance growth and profitability through a combination of strategic capital and operational insight. To implement this strategy, the Fund uses five steps process: 1. focusing on companies that have the ability to become market leaders in rapidly growing or consolidating industries; 2. targeting companies to which we can bring substantial value by utilizing our firm's resources; 3. investing in proven business models, with companies experiencing positive business momentum; 4. selecting outstanding management teams and entrepreneurs; 5. establishing strong partnerships with our portfolio companies, built on a shared commitment to excellence. Pag. 3 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net Sectors 1. Biotechnology 2. Medical consumer products 3. Healthcare 4. Pharma industrial and products 5. Medical equipment 6. Medical retailing and distribution 7. Pharmaceutical care market 8. Real Estate assets 9. FinTech systems 10. Any other sectors allowed in accordance with the scope of the Company pursuant to the By-Laws Pag. 4 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net INVESTMENT PROCESS The Fund manages research for and selection of assets focused on the sectors listed above, manages and optimizes the assets and handles administrative and regulatory procedures and relevant issues. Every investment shall have the following procedure: 1 2 ➢ Searching for assets ➢ Business Plan ➢ Streamlined Due diligence report ➢ Due Diligence ➢ Market research ➢ Evalutation ➢ Aquisition 3 ➢ Managing the assets ➢ Development of the assets ➢ Repositioning of the assets Pag. 5 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net INVESTMENT POLICIES The Fund seeks a high or stable level of total returns as may be consistent with the preservation of capital. The total return sought by each Fund will consist of current income, capital appreciation, or a combination of capital appreciation and current income, depending on whether the general managing partner believes that current and anticipated levels of interest rates, exchange rates, private equity market and other factors affecting investments generally favor emphasizing one element or another in seeking maximum total return. In the general pursuit of obtaining a high level of total return as may be consistent with the preservation of capital, efficient portfolio management techniques may be employed to the extent permitted by the investment restrictions stipulated by the board of directors. The Fund may also hold, on an ancillary basis, cash reserves or include other permitted assets with a short remaining maturity, especially in times when rising interest rates are expected. Pag. 6 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net MANAGEMENT FEES AND REVENUE MODEL The annual management fees to be paid annually to the general partner is equal to 5% of the investment of the limited partners in the partnership. Any amount which must be attributed or distributed to the limited partners shall be allocated between them proportionally to the number of shares held by each partner in relation to the total number of shares held by all the limited partners at the time when such attribution is made or at the time when the right to such distribution is determined (without regard to the number of days during which any partner has been a partner or has held any shares). The “ net benefit ” of the partnership during a financial period shall be, at the end of such a financial period, credited: 1. firstly, to the account of the general partner up to an amount equal to 10% of the net benefit of the partnership; 2. secondly, to the accounts of the limited partners in proportion to their respective contributions to the extent of 6% of the initial investment of each limited partner, from the of subscription of the relevant shares and the divestment of the relevant shares by the limited partner, without prejudice of the initial dead-lock period (5 years) and any other provisions set forth under the limited partnership agreement dated February 12 th , 2020. Pag. 7 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net OUR TEAM ICARUS MANAGEMENT FUND S.A.R.L. GENERAL MANAGING PARTNER Mr. Armando Marsilia (Class A Director) Ms. Fatma Benhara (Class B Director) MAIN EXTERNAL ADVISORS Tax Advisor Legal Advisor Belval S.a.r.l., Luxembourg is the main CM&P Studio Legale Associato is the tax advisor of Icarus Investment Fund main legal advisor of Icarus Special Limited Partnership SCSp. Investment Fund Special Limited Partnership SCSp. Pag. 8 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net REASONS TO INVEST IN ICARUS INVESTMENT FUND 0% subscription fees Trusting very skilled Very exclsuive management and market professionals High return of the Secure and stable invetsment investments Pag. 9 di 11
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net TARGET FUND RAISING AND INVESTMENT CRITERIA Target fund Geographic raising: 100 Valuation Dates: focus: Europe, Million Euro June 30 and Asia and Middle December 31 East Mostly meaningful Liquidity Annual: minority equity Strong with 5-years interests management lock-up period Private and small public Main initial companies Redemption Fee: transaction (PIPE’s) none benchmark: €1m. - €5m. per transaction Hybrid forms of financing mixing Management Subscription equity and debt Positive or Fee: 5% per Fee: none No pre-set annum negative holding period EBITDA (clear (usually < 5 path to years) profitability) Pag. 10 di 11
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