COMPANY DESCRIPTION Management: ICARUS INVESTMENT FUND SPECIAL - - PDF document
ICARUS INVESTMENT FUND - 4, RUE DE HESPERANGE, L-1731 LUXEMBURG Grand Ducky of Luxemburg www.icarusfund.net ICARUS INVESTMENT FUND Soci e t e en commandite Sp e ciale-SCSp Fonds d'investissement Luxembourg INFORMATION MEMORANDUM March 2020
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
Sociêtê en commandite Spêciale-SCSp Fonds d'investissement Luxembourg
March 2020
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
ICARUS INVESTMENT FUND SPECIAL LIMITED PARTNERSHIP SCSp (hereinafter referred to as the "Fund" or the “Company”) is a sociêtê en commandite spêciale registered as a fonds d'investissement (investment fund) under the Luxembourg Laws with a structure that may comprise different classes of shares. Pursuit of the investment objective and policies of the Fund must be in compliance with the limits and restrictions set forth hereunder. As a partnership limited by shares (“sociêtê en commandite spêciale”), the Fund has two different types of shareholders: (I) ICARUS Management Fund S.ár.l. in its capacity as general managing partner (“associê gêrant commanditê”); ICARUS Management Fund S.ár.l. is responsible for the management of Fund and is jointly and severally liable for all liabilities which cannot be paid out of the assets of the Fund; and (II) the limited shareholders (“associês commanditaires”) whose liability is limited to the amount of their investment in the Fund. ICARUS Management Fund S.ár.l. will exclusively act as general managing partner (“associê gêrant commanditê”)
Management:
Icarus Management Fund S.a.r.l. General Managing Partner Armando Marsilia (Class A Director) Fatma Benhara (Class B Director)
Sectors:
Biotechnology, Medical consumer products, Healthcare, Pharma industrial and products, Medical equipment, Medical retailing and distribution, Pharmaceutical care market, Real Estate assets, FinTech systems and any other sectors allowed in accordance with the scope of the Company pursuant to the By-Laws
Bank:
Primary Luxembourg and German banks
Accounting advisor: Belval S.a.r.l. Law Firm: CM&P Studio Legale Associato Initial dead-lock period: 5 years
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
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
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.
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
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
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
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:
➢ Searching for assets ➢ Streamlined Due diligence report ➢ Market research
➢ Business Plan ➢ Due Diligence ➢ Evalutation ➢ Aquisition
➢ Managing the assets ➢ Development of the assets ➢ Repositioning of the assets
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
The Fund seeks a high or stable level of total returns as may be consistent with the preservation
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.
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
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:
contributions to the extent of 6% of the initial investment of each limited partner, from 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 12th, 2020.
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
ICARUS MANAGEMENT FUND S.A.R.L. GENERAL MANAGING PARTNER
MAIN EXTERNAL ADVISORS Tax Advisor Legal Advisor Belval S.a.r.l., Luxembourg is the main tax advisor of Icarus Investment Fund Special Limited Partnership SCSp. CM&P Studio Legale Associato is the main legal advisor
Icarus Investment Fund Special Limited Partnership SCSp.
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
0% subscription fees Very exclsuive market Secure and stable investments High return of the invetsment Trusting very skilled management and professionals
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
Target fund raising: 100 Million Euro Mostly meaningful minority equity interests Private and small public companies (PIPE’s) Hybrid forms of financing mixing equity and debt No pre-set holding period (usually < 5 years) Positive or negative EBITDA (clear path to profitability) Main initial transaction benchmark: €1m. - €5m. per transaction Strong management Geographic focus: Europe, Asia and Middle East Valuation Dates: June 30 and December 31 Liquidity Annual: with 5-years lock-up period Redemption Fee: none Subscription Fee: none Management Fee: 5% per annum
ICARUS INVESTMENT FUND
Grand Ducky of Luxemburg www.icarusfund.net
➢ This document refers to the shares of Icarus Investment Fud under Luxembourg Laws. This document has no contractual value. It is circulated for information purposes only and in no way constitutes a sale offer or any financial investment advice. No investment decision shall be taken on the basis of this document. ➢ The subscriber must ensure that, before subscribing, its profile, its financial situation and its scopes are consistent with the product and consult the Prospectus, which is available at our website (www.icarusfund.net). ➢ Despite the Fund’s care in producing this information, errors and omissions may appear and, in this respect, the Fund rejects all responsibility concerning this information. The
document in question was written and it may be modified without any advance notice. ➢ Potential investors are advised to verify with their own legal, tax and financial advisors in accordance with the laws, regulatory, domestic tax and accounting considerations which apply to them before investing in the Fund. ➢ The Fund shall not be held liable in any way whatsoever in terms of the suitability, the relevance or the profitability of a specific investment for an investor’s or future investor’s portfolio. ➢ The value of investments in the Fund is by its nature likely to go up and down depending
➢ An investment in the Fund may entail a risk of losing capital. Given the economic and market risks, no guarantee shall be given by the Fund in terms of achieving its investment scopes.