RCS - CIP Merchant Capital - Company Update and Notice of EGM
12/06/2023 18:30
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RNS Number : 4545C CIP Merchant Capital Ltd 12 June 2023
CIP MERCHANT CAPITAL LIMITED
(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as
amended, as a non-cellular company limited by shares with registered number
64013)
12 June 2023
Dear Shareholder,
Company Update - June 2023
The Board of CIP Merchant Capital Limited (the "Company") is pleased to
provide an update on the Company's activities as follows:
In addition to the Board members who were elected or re-elected at the
Company's last annual general meeting on 18 November 2022, Philip Watson was
appointed as Non-Executive Chairman on 16 January 2023. The Board of the
Company now comprises Philip Watson, Massimo Amato, Robert Dorey, Alfredo
Caturano, and Piero Sansalone.
Further to the Communication to Shareholders letter of 19 January 2023, River
Investment Management Limited has now been appointed as Investment Manager to
the Company with effect from 25 May 2023. As part of the engagement,
management fees have been halved from the level charged by the previous
Manager, to now be charged at 1% per annum, and the performance fee to be
applied has been redrafted to be charged at 15% of any performance over high
water mark, crystalising quarterly, and reliant on achieving an annually
compounding growth rate of 5%.
An extraordinary general meeting ("EGM") will be held on 28 June 2023; notice
of such is issued alongside this correspondence.
A change of the Company's name to River Merchant Capital Limited will be
tabled at this EGM.
In addition, a new investment policy will be tabled to shareholders at this
EGM. This will request shareholder approval to implement a new investment
strategy which will be intended to revise and reconstitute the Company's
investment portfolio, prior to targeting a re-listing of the Company in due
course.
It is the Board's intention that the Company re-list on AIM or other such
market to enable the further raising of capital and creation of liquidity for
investors.
Yours faithfully
The Board
CIP Merchant Capital Limited
______________________________________________________________________________________
Dear Shareholder
I am pleased to send you the notice of the 2023 Extraordinary General Meeting
("EGM") of the members of CIP Merchant Capital Limited (the "Company"), to be
held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL on 28
June 2023 at 11:00 BST. Explanatory notes on all resolutions accompany the
notice of the EGM (the "Notice").
Re-Election of Directors
Piero Sansalone, Massimo Amato, Alfredo Caturano and Robert Dorey are offering
themselves for re-election in accordance with corporate governance best
practice and the Articles of Incorporation of the Company (the "Articles").
With the support of the Board, and Corporation Financière Européenne S.A. -
which currently holds 87.31% of the shares in the Company - Philip Watson is
also offering himself for election. Please note for your information that
biographical details of all the Directors offering themselves for re-election
are set out in the explanatory notes to the resolutions that follow this
Notice.
Voting
If you would like to vote on the resolutions, please appoint a proxy by no
later than 11:00 BST on 26 June 2023. A form of proxy accompanies the Notice.
All resolutions will be put to a poll in reflection of best practice and to
ensure that all members have their votes taken into account proportionately to
their shareholdings in the Company.
Should you wish to discuss anything ahead of the EGM, please see below contact
details:
Yours faithfully
Philip Watson
Chairman
Email: Guernsey.office@maitlandgroup.com
(mailto:Guernsey.office@maitlandgroup.com)
______________________________________________________________________________________
NOTICE OF EXTRAORDINARY GENERAL MEETING 2023
Notice is hereby given that the 2023 Extraordinary General Meeting of the
members of CIP Merchant Capital Limited (the "Company") will be held at 1
Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL on 28 June 2023 at
11:00 BST, to transact the business set out in the resolutions below.
ORDINARY RESOLUTIONS
1. To appoint Grant Thornton Limited as auditor to the Company
until the conclusion of the next general meeting at which accounts are laid
before the Company.
2. To authorise the Directors to determine the remuneration of the
auditor.
3. To re-elect Mr Piero Sansalone as a Director of the Company who
retires by rotation in accordance with Article 24.5 of the Articles.
4. To re-elect Mr Massimo Amato as a Director of the Company who
retires by rotation in accordance with Article 24.5 of the Articles.
5. To re-elect Mr Alfredo Caturano as a Director of the Company
who retires by rotation in accordance with Article 24.5 of the Articles
6. To re-elect Mr Robert Dorey as a Director of the Company who
retires by rotation in accordance with Article 24.5 of the Articles
7. To elect Mr Philip Watson as non-executive Chairman of the
Company in accordance with Article 24.2 (a) of the Articles.
8. That the new investment policy of the Company, as set out in
Appendix 1 to this Notice, be and is hereby approved and adopted in
substitution for the Company's existing investment policy.
SPECIAL RESOLUTIONS
1. That the name of the Company be changed to River Merchant Capital
Limited.
By order of the Board
On behalf of Maitland Administration (Guernsey) Limited
Company Secretary
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
EXPLANATORY NOTES - GENERAL
A member of the Company who is entitled to attend the EGM is entitled to
appoint one or more proxies to attend, speak and vote in their place. A proxy
does not need to be a member of the Company but must attend the EGM to
represent you.
Details of how to appoint the Chairman of the EGM or another person as your
proxy using the proxy form are set out in the notes to the proxy form. If
you wish your proxy to speak on your behalf at the EGM you will need to
appoint your own choice of proxy (not the Chairman) and give your instructions
directly to them. A member may appoint more than one proxy to attend the
EGM, provided that each proxy is appointed to exercise rights attached to
different shares.
A form of proxy is enclosed which should be completed in accordance with the
instructions. To be valid this form of proxy and any power of attorney or of
the authority under which it is executed (or a duly certified copy of such
power of attorney) must be lodged with Computershare Investor Services
(Guernsey) Limited, c/o The Pavillons, Bridgewater Road, Bristol, BS99 6ZY, or
by e-mail to ExternalProxyQueries@computershare.co.uk
(mailto:ExternalProxyQueries@computershare.co.uk) - Alternatively, completed
forms can be sent to the registered office of the Company c/o Maitland
Administration (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port,
Guernsey, GY1 2HL. All proxies must be received by no later than 11:00 BST
on 26 June 2023, being 48 hours before the time appointed for the EGM.
CREST offers a proxy voting service which the Company's Registrar,
Computershare Investor Services (Guernsey) Limited are an agent.
Shareholders are advised that, upon receipt of their proxy form from the
Company, if they wish to appoint a proxy or to give or amend an instruction to
a previously appointed proxy via the CREST system, the CREST message must be
received by the issuer's agent (ID 3RA50) two days prior to the date of the
Company's EGM at the latest. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which the issuer's agent is able to retrieve
the message. After this time any change of instructions to a proxy appointed
through CREST should be communicated to the proxy by other means.
CREST Personal Members or other CREST sponsored members, and those CREST
Members who have appointed voting service provider(s) should contact their
CREST sponsor or voting service provider(s) for assistance with appointing
proxies via CREST.
For further information on CREST procedures, limitations and system timings,
please refer to the CREST Manual. We may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 41 of the
Uncertificated Securities (Guernsey) Regulations 2009
Please note that the EGM will not be made available by way of publicly
available real-time broadcast.
As at 9 June 2023 (being the last business day prior to the publication of the
Notice), the Company's issued share capital consists of 55,000,000 Ordinary
Shares, carrying one vote each. Therefore, the total number of voting rights
in the Company as at 9 June 2023 is 55,000,000. There are currently no shares
held in treasury by the Company.
EXPLANATORY NOTES - ORDINARY RESOLUTIONS 1 to 8
ORDINARY RESOLUTION 1 - The auditor of a Company must be re-appointed at each
general meeting where accounts are laid, to hold office until the conclusion
of the next such general meeting.
ORDINARY RESOLUTION 2 - This resolution gives authority to the Board of
Directors to determine the remuneration of the auditor.
ORDINARY RESOLUTIONS 3, 4, 5 and 6 - Messrs Sansalone, Amato, Caturano and
Dorey are retiring. They are offering themselves for re-election in accordance
with Article 24.5 of the Articles. A brief biography for each of the Directors
is set out on the next page.
ORDINARY RESOLUTION 7 - Mr Watson is offering himself for election in
accordance with Article 24.2 (a) of the Articles. A brief biography for Mr
Watson is set out on the next page.
ORDINARY RESOLUTION 8 - The Company requires shareholder approval prior to any
material
changes being made to the Company's published investment policy; this approval
will be sought at the EGM. Any future material changes to the new investment
policy will also require the prior approval of the shareholders.
An Ordinary Resolution is a resolution passed by a simple majority of Members.
EXPLANATORY NOTES - SPECIAL RESOLUTION 1
SPECIAL RESOLUTION 1 - The Board proposes to change the name of the Company to
River Merchant Capital Limited.
A Special Resolution is a resolution passed by not less than a 75 per cent.
majority of Members.
DIRECTOR BIOGRAPHIES
Piero Sansalone (Non-Independent Non-Executive Director) - appointed September
2020
Mr. Sansalone began his career in corporate finance at Deloitte and later at
KMPG. Mr Sansalone has expertise in business analysis and valuation, as well
as turnarounds, restructuring and merger and acquisitions. Between 2011 and
2013, Mr Sansalone worked for the same major Swiss family office where he was
responsible for managing private equity investments. Until 2017, Mr Sansalone
was investment manager at Continental Investment Partners SA, responsible for
the Private Equity and Real Estate activities. Mr Sansalone is currently an
independent financial adviser and business consultant for SMEs, family offices
and Private Equity funds.
Massimo Amato (Non-Independent Non-Executive Director) - appointed July 2023
Mr Amato has trained in Law, with a PhD from Pisa University in commercial and
banking law, and in business finance with an MBA at Columbia University in New
York. He has been a consultant at McKinsey & Co., and subsequently a
professional banker for more than 30 years, operating in corporate,
investment, and private banking. Mr. Amato has acted as CEO of IMI Bank and
UBI Banca International S.A. in Luxembourg. He has taught a course of
Governance and Ethics at the Master in Wealth Management of the Luxembourg
University, and currently holds various mandates, approved by the European
Central Bank, as an Independent Non-Executive Director in some European banks
and financial institutions.
Alfredo Caturano (Non-Independent, Non-Executive Director)
With more than 22 years' experience in Financial Market, Mr Caturano has
covered several positions in the Corporate and Investment Banking industry
mainly in New York, London, Paris and Milan. Spent most of his career in
Corporate and Investment Banking at JP Morgan, combining more then 16 years
between 2002 to 2009 and 2013 to date. Mr Caturano has achieved an MBA at
Stoa' Business School, and a Masters Degree in Business and Economics at
Federico II University in Naples, Italy.
Robert Dorey (Independent, Non-Executive Director)
Mr Dorey has 25 years of experience in leading roles in marine and energy
insurance, in companies such as Charles Taylor PLC and The Standard Syndicate
1884. Mr Dorey is the founder and current CEO of Astaara Company Limited, an
industry-leader in cyber risk management with underwriting and analytics
disciplines. Mr Dorey studied at the University of Southampton and the Inns of
Court School of Law, after which he was called to the Bar. Mr Dorey is an
approved person under both FCA and PRA standards.
Philip Watson (Independent, Non-Executive Chairman)
After graduating with a BA(Econ honours) degree from Strathclyde University in
Glasgow, Philip Watson worked for 10 years as an analyst/fund manager for
Robert Fleming and Co in London, Kuwait, and Paris. In 1982, he was the
founding shareholder in a fund management company in London ``TWH Management
Ltd`` alongside Kuwaiti and Saudi shareholders.
In 1991, the Swiss Bank Mirabaud et Cie, bought 75% and the company was
renamed Mirabaud Investment Management Ltd, and managed both institutional and
private client portfolios with Philip as CEO.
In 2008, Mirabaud acquired Philip`s 25% shareholding in the London entity and
he became CIO of Mirabaud Asset Management which include all the group`s
institutional businesses worldwide. He retired from being CIO in 2017 and
became a Non-Executive Director up until 9 June 2023.
From 2009 to 2018 Philip was also a director of a FTSE 250 property company,
London Metric Properties PLC.
FORM OF PROXY - EXTRAORDINARY GENERAL MEETING 2023
To be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL
On 28 June 2023 at 11:00 BST and at any adjournment thereof
I/We…………………………………………………………………………………………………
(BLOCK LETTERS PLEASE)
of………………………………………………………………………………………………………
…………………………………………………………………………………………………………
being (a) member(s) of the above-named Company, hereby appoint the Chairman of
the meeting/ or*
………………………………………………………………………………………………………………
as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary
General Meeting of the Company to be held at 1 Royal Plaza, Royal Avenue, St
Peter Port, Guernsey, GY1 2HL on 28 June 2023 at 11:00 BST and at any
adjournment thereof.
* To allow effective constitution of the meeting, if it is apparent to the
Chairman that no shareholders will be present other than by proxy, then the
Chairman may appoint a substitute to act as proxy in his stead for any
shareholder, provided that such substitute proxy shall vote on the same basis
as the Chairman. A proxy need not be a member of the Company.
I/We direct my/our proxy to vote as follows:
ORDINARY RESOLUTIONS FOR AGAINST VOTE WITHHELD**
1. To re-appoint BDO Limited as auditor to the Company until the
conclusion of the next general meeting at which accounts are laid before the
Company.
2. To authorise the Directors to determine the remuneration of the
auditor.
3. To re-elect Mr Piero Sansalone as a Director of the Company who retires
by rotation in accordance with Article 24.5 of the Articles.
4. To re-elect Mr Massimo Amato as a Director of the Company who retires
by rotation in accordance with Article 24.5 of the Articles.
5. To re-elect Mr Alfredo Caturano as a Director of the Company who
retires by rotation in accordance with Article 24.5 of the Articles.
6. To re-elect Mr Robert Dorey as a Director of the Company who retires by
rotation in accordance with Article 24.5 of the Articles.
7. To elect Mr Philip Watson as non-executive Chairman of the Company in
accordance with Article 24.2 (a) of the Articles.
8. That the new investment policy of the Company, as set out in Appendix 1
to this Notice, be and is hereby approved and adopted in substitution for the
Company's existing investment policy.
SPECIAL RESOLUTIONS FOR AGAINST VOTE WITHHELD**
1. That the name of the Company be changed to River Merchant Capital
Limited.
Signed this day
of
2023
Signature
[ ] Please tick here to indicate that this proxy instruction is in
addition to a previous instruction. Otherwise it will overwrite
any previous instruction given.
NOTES TO THE FORM OF PROXY:
(i) Please indicate with an "X" in the appropriate box how you
wish the proxy to vote.
(ii) If no "X" is marked in any of the for/against/vote withheld
boxes in respect of a resolution, the proxy will exercise their discretion as
to how they vote or whether they withhold their vote. The proxy will also
exercise their discretion as to how they vote or whether they withhold their
vote on any business or resolution considered at the EGM other than the
resolutions referred to in this form of proxy.
(iii) In accordance with sections 222 and 223 of The Companies
(Guernsey) Law 2008, you may appoint more than one person as your proxy to
exercise all or any rights to attend and to speak and vote.
(iv) **A vote withheld is not a vote in law and will not be
counted in the calculation of the votes "For" and "Against" a resolution.
(v) To be valid this form of proxy and any power of attorney or
of the authority under which it is executed (or a duly certified copy of such
power of attorney) must be lodged with Computershare Investor Services
(Guernsey) Limited, c/o The Pavillons, Bridgewater Road, Bristol, BS99 6ZY, or
by e-mail to ExternalProxyQueries@computershare.co.uk
(mailto:ExternalProxyQueries@computershare.co.uk) - Alternatively, completed
forms can be sent to the registered office of the Company c/o Maitland
Administration (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port,
Guernsey, GY1 2HL. All proxies must be received by no later than 11:00 BST
on 26 June 2023, being 48 hours before the time appointed for the EGM.
Completing and returning this form of proxy will not prevent you from
attending the meeting and voting in person if you so wish.
(vi) In order to revoke a proxy instruction, a member will need to
send a signed hard copy notice clearly stating their intention to revoke a
proxy appointment, together with the power of attorney or other authority (if
any) under which it is signed, or a notarially certified copy of such power of
attorney or authority, to the Company's Registrar to the contact details noted
above.
(vii) A form of proxy executed by a corporation must be either under
its common seal or signed by an officer or attorney duly authorised by that
corporation.
(viii) In the case of joint holdings, the signature of the first
named member on the Register of Members will be accepted to the exclusion of
the votes of the other joint holders.
(ix) Pursuant to Regulation 41 of the Uncertificated Securities
(Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and
the number of votes which may be cast thereat will be determined by reference
to the Register of Members of the Company at close of business on the day
which is two business days before the day of the meeting. Changes to entries
on the Register of Members after that time shall be disregarded in determining
the rights of any person to attend and vote at the meeting.
Appendix 1
INVESTMENT POLICY
1 INVESTMENT OBJECTIVE AND INVESTMENT POLICY
1.1 Investment objective
The investment objective of the Company is to generate risk-adjusted returns
for Shareholders mainly through investment in equity and equity-related
products and instruments, by targeting appreciation in the value of its
investments over short and medium term, principally through capital growth.
1.2 Investing policy
The Company will seek to achieve its investment objective investing primarily
in equity and other products and instruments of predominantly listed and
quoted companies where the Board (as advised by the Investment Manager)
believes the relevant target company has a solid business model in place,
capable of generating current and projected free cash flow at a sustainable
pace with strong balance sheets.
The Company will invest primarily in equity and equity-linked securities (and
related instruments), as well as debt, convertible debt and other financial
instruments with equity characteristics, of companies that the Board (as
advised by the Investment Manager) believes typically have at least two or
more of the following characteristics:
· ability to achieve a superior risk adjusted return with a
medium/long term target IRR of 20 per cent;
· cash generative (or expected to generate cash within a reasonable
investment horizon);
· attractive management track records;
· strong fundamentals;
· potential for the relevant company to have a competitive
advantage based on the current and future market environment, both on macro
and micro-economic terms, and/or
· potential for a liquidity event.
Investments may either be active, being investments made directly by the
Company, or passive, being indirect investments made by the Company through
similar funds or investment vehicles. The Company may set up (and potentially
co-invest in) funds (including cornerstone investments in specialist funds on
preferred terms (which may include lower management fees)).
The Company will consider investment in a number of industries and sectors
carrying a generalist approach, but will focus particularly on those
industries and sectors in which the Directors and the Investment Manager have
the necessary expertise and experience to be able to identify and manage the
opportunity predominantly comprising the following industries:
· Automobiles & Components;
· Capital Goods;
· Consumer Durables & Apparel;
· Consumer Services;
· Energy;
· Financial Services;
· Food, Beverage & Tobacco;
· Health Care Equipment & Services;
· Household & Personal Products;
· Media & Entertainment;
· Pharmaceuticals, Biotechnology & Life Sciences;
· Real Estate Management & Development;
· Software & Services;
· Technology Hardware & Equipment;
· Transportation;
· Utilities.
The Investments will typically (but will not all) be listed on a Western
European and North America stock exchanges, with a predominant focus on the
markets of the EU Stock Exchanges.
The Investments allocation and related risk budget will comprise:
· Absolute Return Flexible
1.3 Up to 45% of NAV allocated to more liquid targets with market capitalization equal or above USD 1billion. This portion of Investments will consist of concentrated positions of long opportunities where catalyst is income and liquidity. The investment horizon will be opportunistic and expected in a range of 6 to 12 months. In this case the Company shall have no restrictions or focus in any particular industry or Stock Exchange.
· Mid and Small Cap
Up to 40 % of NAV allocated to listed Companies ranging from USD 200 million
to USD 1billion market capitalization with a specific focus on targets with
market capitalization higher but close to USD 200 million. Highly concentrated
strategy with holding period 1 to 3 years.
· Private Equity and Micro Cap
Up to 15% of NAV allocated to listed companies with market capitalization
below USD 200 million, and private companies, with maximum investment per
company of 20% of the maximum permitted allocation to the Private Equity and
Micro Cap allocation. This strategy will be carried out directly, or
indirectly in partnership with major private equity investment houses or
family offices. The Company's investment holding period and the exit strategy
will depend on the underlying asset, exit opportunities and the size of the
Company's investment.
The Investment theisis is based on the concept that for each Economic and
Business cycle, it is possible to achieve superior absolute returns by using a
multistage approach to portfolio Construction. While the Company (as advised
by the Investment Manager) is not planning to follow a systematic
strategy, the Investment Manager intends to use some quantitative metrics to
estimate the phase of the cycle to determine which factor to use in the stock
selection process, and to assess risk exposure. . That will drive the
Company's action especially on the most liquid part of the portfolio aiming at
assessing thematic exposure including the factors that best perform in
different periods, rather than actively buy and sell security following
systematic signals.
In addition, the Company will also make, from time-to-time smaller
investments in short term trades, based on an attractive opportunity with
the idea of optimizing liquidity, or catching short term opportunity
The Company deems the combined experience of the Investment Manager and AC and
PS, working closely with chief investment officers and senior asset allocators
can enhance strong sensitivity to such an approach, in conjunction to the
constant reality check against the market. The Company intends to take
advantage of such an experience and turn it to the Shareholders. The Company
will call this philosophy "Quality at Reasonable Price". That means that the
Company, as advised by the Investment Manager, intends to invest in targets
with solid business models in place capable of generating current and
projected free cash flows at a sustainable pace within strong balance sheets.
The Company will always invest and manage its investments in a manner which is
consistent with the object of spreading investment risk. This means that the
Company can also decide not to invest at all and keep fully cash in case the
Board (as advised by the Investment Manager) will deem it appropriate under
current market conditions.
1.4 Investment restrictions
The Company will observe the following investment restrictions:
· the maximum investment in or exposure to any single investee
company will be no more than 10 per cent. of the Net Asset Value at the time
of investment;
· investments in or exposure to unlisted/unquoted companies will be
limited to, in aggregate, 15 per cent. of the Net Asset Value at the time of
investment;
· the maximum investment in or exposure to any investee company or
fund that itself invests in a portfolio of investments will not exceed 30 per
cent. of the Net Asset Value at the time of investment; and
· investments concentrated in any one sector or industry shall not
exceed 50 per cent. of the Net Asset Value at the time of investment.
The Board expects the portfolio to be relatively concentrated, typically, but
not necessarily consisting of exposure to ten to twenty companies once fully
invested.
1.5 Borrowing
The Company may use gearing if it believes it will enhance Shareholder returns
over the longer term. The Company may take on borrowings of up to 50 per cent.
of the Net Asset Value at the time the borrowings are incurred. Borrowings may
be used for working capital and/or investment purposes.
1.6 Cash management
The Company may, from time-to-time, have surplus cash. It is expected that any
surplus cash will be temporarily invested in cash or cash equivalents, money
market instruments, bonds, commercial paper or other debt obligations with
banks or other counterparties having a single A- (or equivalent) or higher
credit rating as determined by an internationally recognised rating agency or
gilts or otherwise approved by the Board (as advised by the Investment
Manager).
The Company will at all times seek to maintain sufficient cash and cash
equivalents to cover its forecast working capital requirements for the next 12
months.
1.7 Use of derivatives
The Company may invest through derivatives for efficient portfolio management.
In particular, the Company may engage in interest rate and/or currency hedging
or otherwise seek to mitigate the risk of interest rate increases or currency
fluctuations as part of the Company's efficient portfolio management. Only in
the case of Investments in Absolute Return Flexible, the Company shall invest
in any kind of financial instruments, including OTC, short selling, put/call
options, and any kind of derivative it may deem appropriate.
1.8 General
The Company may make its investments directly or indirectly via other members
of the Group and for cash or share consideration.
1.9 Breach of investing policy
In the event of a breach of the investing policy or restrictions set out
above, the Investment Manager shall inform the Directors upon becoming aware
of the same and, if the Directors consider the breach to be material, a
notification will be made to Shareholders.
1.10 Co-investment arrangements
The Company may co-invest in funds, including alongside other accounts advised
or managed by the Investment Manager, Mr Alfredo Caturano and Mr. Piero
Sansalone or any other member of the CFE Group, other then any other funds
advised by private equity investment partners or asset managers. Where the
Company makes any such co-investments the investments will be made on no worse
economic terms as those offered to other accounts advised or managed by the
Investment Manager, Mr Alfredo Caturano and Mr. Piero Sansalone or any other
member of the CFE Group.
1.11 Change to investment objective or investing policy
No material change will be made to the investment objective or the investing
policy without the approval of Shareholders, given by ordinary resolution at a
general meeting of the Company.
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