UNDERTAKING FOR COLLECTIVE VENTURE CAPITAL INVESTMENT (SICAR)

The Luxembourg Law on Risk Capital Investment Companies (the "Law") dated 15 June 2004 introduces a form of investment vehicle known as a "SICAR" (Société d'investissement en capital à risque – undertaking for collective venture capital investment) which is to be used for investments in risk capital. The purpose of a SICAR is to facilitate the raising of funds and to allow investment in risk-bearing capital as defined by the CSSF circular letter n°06/241 dated 5 April 2006. It has simplified status under Luxembourg company law and is subject to limited regulatory supervision and favourable tax rules (such as exemptions from capital tax, income tax on qualifying income and dividend withholding tax). This new investment vehicle offers great potential as a worthy substitute or alternative to the Soparfi, certain types of investment funds and UK partnerships.

CHARACTERISTICS OF A SICAR

General

A SICAR's principal object is investment in risk-bearing capital issued by domestic and foreign enterprises. Fifty percent or more of the assets of the SICAR should consist of securities (shares, bonds, warrants, etc.) and cash, depending on the SICAR's short-term investment policy.

Legal forms

A SICAR can be incorporated as a public company (société anonyme), a private company (société à responsabilité limitée), a partnership limited by shares (société en commandite par actions) a private partnership (société en commandite simple) or a co-operative company (société cooperative sous forme de société anonyme). The statutory seat and central administration must be located in Luxembourg.

SICAR's are not subject to requirements with respect to the number of investors and the transferability of shares.

Eligible investors

The shares in a SICAR can only be subscribed by qualified investors who are:

• Either an institutional investor ; or
• A professional investor ; or
• Any investor who (i) has confirmed in writing that he adheres to the status of well-informed investor and (ii) invests a minimum of EUR 125.000 in the company or (iii) has obtained a certificate from a credit institution certifying his experience and his knowledge in adequately appraising an investment in risk capital.

Capital requirements

The subscribed share capital of a SICAR may not be less than EUR 1.000.000, of which only 5% needs to be paid up. This minimum must not be subscribed upon incorporation but must be reached within a period of 12 months following the authorization of the company.