Investment Policy
Asset allocation
The investment policy of the Company is to seek exposure to early stage technology companies, with a focus on software-centric businesses in three chosen target markets:
- Augmented Reality and Virtual Reality (AR/VR)
- Financial Technology (FinTech)
- The Internet of Things (IoT)
The Company may invest directly in investee companies or obtain exposure to such companies through investment in collective investment vehicles, including the Fund and any Further Funds, which have investment policies that are complementary to that of the Company.
Investments may be made using such instruments as the Company in conjunction with SCAIFM may determine but are expected to predominantly comprise equities and equity-linked securities (including shares, preference shares, convertible debt instruments, payment-in-kind notes, debentures, warrants and other similar securities) and may include derivative instruments, contractual rights and other similar interests that grant the Company rights equivalent or similar to those conferred by equity and equity-linked securities.
The Company may implement its investment policy by investing in Class A Shares of the Fund and by investing in any Further Funds and collective investment vehicles managed by third parties. The Company will have discretion as to how to make investments, although it is anticipated that investments in the Fund will represent between 10 and 100 per cent. of the Company’s portfolio at any given time, and that investments in any Further Funds and collective investment vehicles managed by third parties may similarly constitute a material proportion of the Company’s Net Asset Value (subject to the investment restrictions set out below).
The Company will seek to hold a diversified portfolio of investments and, once the assets of the Company, the Fund and any other collective investment vehicles through which the Company invests are each fully invested, expects to have a direct or indirect holding of between 10 and 25 investments.
It is intended that the Company would ordinarily acquire a significant interest, consisting generally of between 20 and 50 per cent. of an investee company’s equity capital. The Company does not envisage taking management control of a portfolio company other than in exceptional circumstances and on a temporary basis, and only if it is considered that such action would be necessary to secure the interests of the Company. The Company will not seek to invest directly in quoted companies. However, portfolio companies may seek an initial public offering in which case: (i) the Company may continue to hold such investments without restriction; and (ii) the Company may make follow-on investments in such
portfolio companies.
The Company’s investments will not be constrained by geographical limits. However, it is expected that the Company’s portfolio will predominantly be exposed to companies that have their principal operations in the UK, Ireland or elsewhere in the EEA.[1]
Investment restrictions
No single investment of the Company will exceed 15 per cent. of Net Asset Value (calculated at the time of investment and including both committed but undrawn investments and follow-on investments). However this restriction will not apply to investments in the Fund or any Further Funds or collective investment vehicles managed by third parties.
Investment by the Company in a Further Fund or collective investment vehicle managed by a third party may only be made if both:
(a) the value of the investment does not exceed 60 per cent. of Net Asset Value (calculated at the time of investment and including both committed but undrawn investments and follow-on investments); and
(b) such Further Fund or collective investment vehicle has an investment policy that is consistent with the investment policy of the Company.
There shall be no restriction on the proportion of the Company’s assets that may be invested in the Fund from time to time.
In making investments in the Fund, Further Funds or collective investment vehicles managed by third parties, the Company will comply, on a look-through basis, with the investment restriction that no single investment of the Company will exceed 15 per cent. of Net Asset Value (calculated at the time of investment and including both committed but undrawn investments and follow-on investments).
Investments shall not be made in a portfolio company where such investment is to be used only for the purpose of re-financing the portfolio company’s existing debts.
The Company shall not invest in companies whose primary business is acquisition or development of real estate (including but not limited to the construction of buildings for administration activities/ public administration) or petroleum, oil or gas exploration or other activities or prospection for other resources.
The Company shall not make investments in real estate assets.
In relation to the utilisation of derivatives, including for investment and for hedging purposes, the Company shall not have an aggregate exposure of more than 15 per cent. of Net Asset Value (calculated at the time of investment) to any one counterparty.
Borrowing and leverage policy
The AIFMD requires the Manager of the Company to set leverage limits for the Company. For the purposes of the AIFMD, leverage is any method by which the Company’s exposure is increased, whether through the borrowing of cash or by the use of derivatives or by any other means. The AIFMD requires leverage to be expressed as a ratio between the Company’s exposure and its net asset value and prescribes two methodologies, the gross method and the commitment method (as set out in Commission Delegated Regulation No. 231/2013), for calculating such exposure.
The Manager has set the following leverage limits for the Company:
i) the Company may deploy gearing of up to 20 per cent. of Net Asset Value (calculated at the time of borrowing) to seek to enhance returns and for the purpose of capital flexibility and efficient portfolio management. The Company’s gearing is expected to primarily comprise bank borrowings but may include the use of derivative instruments and such other methods as the Board may determine.
ii) leverage calculated as the ratio between the exposure of the Company calculated in accordance with the gross method referred to above and its net asset value shall not exceed 100%; and
iii) leverage calculated as the ratio between the exposure of the Company calculated in accordance with the commitment method referred to above and its net asset value shall not exceed 150%.
Hedging policy
The Company’s investment in the Fund will be denominated in Euros. The Company may use derivatives, including forward foreign exchange contracts and contracts for difference, to seek to hedge against any currency risk between the currency of the Company’s investment in the Fund and Sterling, the base currency of the Company. Shareholders should note that there is no guarantee that such hedging arrangements will be utilised or, if so, will be successful.
Cash management
The Company may hold cash on deposit and may invest in cash equivalent investments, including short-term investments in money market type funds, tradeable debt securities and Government
bonds and securities (‘‘Cash and Cash Equivalents’’).
There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant cash or cash
equivalent position instead of being fully or near fully invested.
In order to efficiently allocate all of the Company’s available funds, the Company may make short and medium term investments in relatively liquid assets that are in accordance with the Company’s investment policy (‘‘Liquid Investments’’). Such Liquid Investments may include shares, bonds and other debt instruments issued by companies as well as shares, units or other interests in collective investment schemes, other investment funds, exchange traded funds and fixed income investments.
Capital calls
The Company may invest in the Fund or other collective investment vehicles, subscriptions to which are made on a commitment basis. The Company will be expected to make a commitment that may be drawn down, or called, from time to time at the discretion of the manager of the Fund or other collective investment vehicle. The Company will usually be contractually obliged to make such capital call payments and a failure to do so would usually result in the Company being treated as a defaulting investor by the Fund or other collective investment vehicle.
The Company will seek to satisfy capital calls on its commitments through a combination of reserves, and where applicable the realisation, of Cash and Cash Equivalents and Liquid Investments, anticipated future cash flows to the Company, the use of borrowings and, potentially, the further issue of Shares.
Changes to the investment policy
No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.
In the event of a breach of the investment policy set out above, or a breach of the investment policy of the Fund, SCAIFM shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.
[1] The Fund has undertaken that Commitments will first be invested in portfolio companies based in Ireland. This applies until the Fund’s invested Commitments are equal to an amount that is expected to be up to e20 million. Accordingly, the Company is initially expected to have a material indirect exposure to companies based in Ireland.