General features
Created by a law dated 15 June 2004, as amended (the “SICAR Law”), an investment company in
risk capital (“SICAR”) shall be any company:
• that has adopted the form of a limited partnership (S.C.S.) or of a special limited
partnership without legal personality (S.C.Sp.), or the form of a partnership limited by
shares (S.C.A.), a cooperative in the form of a public limited company (S.COOP.S.A.), a
limited company (S.à r.l.) or a public limited company (S.A.) governed by Luxembourg law,
and
• whose purpose is to invest in securities (risk capital) so as to secure a return for their
investors commensurate with the risk which they take, andd
• the securities of which are restricted to well-informed investors as defined in Article 2 of
SICAR Law, and
• the articles of which provide that it is subject to the provisions of the SICAR Law.
Investment in risk capital means direct or indirect contribution of assets to entities in view of their
launch, development or listing on a stock exchange, involving a higher level of risk by creating value
in the target entities through restructuring, modernization, product development, or by measures
aimed at improving the allocation of resources. The entity may temporary (max 12 months) invest
in other assets whilst it is waiting for suitable investments in risk capital.
SICARs are not subject to any risk diversification restrictions and may be highly leveraged, subject
to certain conditions.
The SICAR Law expressly allows for the creation of undertakings with multiple compartments
(umbrella structures) permitting a private equity house to group different investment strategies or
meet the demands of different investors, within one legal structure.
The SICAR is restricted to well-informed investors who shall be institutional investors, professional
investors or any other investor who meets the following criteria:
• he has confirmed in writing that he satisfies the status of well-informed investor and
• he invests a minimum of EUR 125,000 in the company, or
• he has been subject to an assessment made by a credit institution within the meaning of
Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/
EC or by a management company within the meaning of Directive 2009/65/EC certifying
his expertise, his experience and his knowledge in adequately appraising an investment
in risk capital.
The conditions set forth above do not apply to directors and other persons taking part in the management
of the SICAR.
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