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Committing in excellence


ABOUT US Our mission is built up around the One Stop Shop concept: a global player which is staying client focused from the inside out, providing tailored solutions with high quality level of expertise. Our experienced team is dealing with:  complex and common investment policies in the alternative investment industry,  diversified private client requirements,  new financing sources environment, and  a challenging corporate industry, in close relationship (fast and proactive) with our clients and in accordance with an increasing regulated environment.

 Specialized team coming from the alternative investment fund and corporate industry with more than 20 years expertise in Europe;  A truly independent financial services provider able to leverage on the existing expertise in providing a fully integrated solution;


Client SEGMENTS Maritime & Shipping

HNWI & Family Offices

Corporate & Institutional

Debt & Securitisation

Real Estate & Infrastructure Private Equity & Venture Capital

Our experience and the skills in the field of the alternative investment and corporate industry, financial engineering, governance and related businesses permit to serve complex and multiple client’s requirements. Our own office and our partners network are offering to deal with cross border solutions in several jurisdictions.


WHY LUXEMBOURG

“Luxembourg is the second largest investment fund centre in the world after the United States, the premier captive reinsurance market in the European Union and the premier private banking centre in the Eurozone. The financial sector is the largest contributor to the Luxembourg economy. From its origins as a Euroloan centre, the city subsequently developed as a private banking centre and then, from the 1980s, as a leading domicile for investment funds. The success of the financial centre is founded on the social and political stability of the Grand Duchy and on a modern legal and regulatory framework that is continuously updated, inspired by regular consultation between the government, the legislator and the private sector. Thus, over the years, specific regulatory frameworks have been created for alternative investment funds, venture capital investment funds, international pension funds, specialised investment funds, captive reinsurance companies, covered bond issuing banks, securitisation vehicles and family wealth management companies. This legal framework, combined with Luxembourg’s openness to the world, has attracted banks, insurance companies, investment fund promoters and specialist service providers from all over the world. The Luxembourg financial centre is characterised by a strong culture of investor protection and rigorous anti moneylaundering policies. Its specialist teams are multilingual and multicultural, with a long tradition of financial expertise and extensive knowledge of the needs of an international clientele.� Source: www.luxembourgforfinance.lu


Solutions & SERVICES Incorporation & Implementation Administration & Accounting & Tax Management

Structuring & Transaction Support Governance


Incorporation & Implementation

Administration

Management

Structuring

Governance

 Set up of legal entities;  Preparation of the incorporation deed in coordination with the notary and assistance for executing the legal formalities;

 Fund structuring and formation;  Assistance for cash & custodian account openings with major banks;

 Assistance for preparation of fund documentation : LPA/Offering Memorandum/Propsectus, including coordination with external advisors;

 Company secretarial and support: setting up SPV in multiple foreign jurisdictions liaising with our international network;

 Coordination with external tax advisors;  Relevant contacts with local tax authorities liaising with national and international tax advisors;

 Completion of initial, subsequent and final closings of the fund formation;  Carried interest (corporate & tax solutions);

 Due diligence including KYC and AML documentation;  Statutory filling as governend by relevant supervisory authorities;

 Assessment of past performances for fundraising support, fund due diligence assistance & coordination;

 Coordination with local supervisory authorities, central administration agent (*), registrar agent (*) and custodian agent for regulated entities;

(*) related parties duly licensed by C.S.S.F. for regulated entities


Incorporation

Administration & Accounting & Tax

Management

Structuring

Governance

 Domiciliation (registered offices) services;  Directorship and trustee services;  Updating shareholders register;

 Maintenance of general ledger, keeping accounting books;  Reconciliation of intercompany/portfolio‘s transactions;

 Tax provisions calculation;  Preparation and filling of the corporate tax return and tax balances;  Preparation and filling of periodical VAT returns;  Relevant contacts with local tax authorities liasing with international tax advisors;

 Organisation of board meetings and shareholders meetings (ordinary & extraordinary) ;  Handle day-to-day corporate operations and follow-up with third parties;  Implementation of any ordinary transaction (board meeting, PoA, assistance & completion) and practice on legal matters with our specialized team;

 Production of financial statements, including interim (quarterly, semiannual, annual) reports in accordance with local GAAP;  Supervision of the audit process;  Preparation of shareholders annual meeting for financial statements approval, including disclosure formalities;

 Monitoring for all legal and other regulatory formalities;

 Liquidation: secretarial services for shareholders‘ meeting, periodical accounting, legal formalities; Realisation of assets & liabilities settlement acting as liquidator;

 Consolidated financial statements in local GAAP or IFRS with dedicated consolidation experts;

 Customized offices package & HQ organisation in Luxembourg;  Staff supporting;


Incorporation

Administration

Management

Structuring

Governance

 Valuation reports for GP, advisory & supervisory committee, investor relations purpose in accordance with industry best practice (EVCA, BVCA, ILPA);

 Distribution management for available divestment proceeds allocation in accordance with LPA/Memorandum/Prospectus and waterfall rules;

 Debt administration services: loan administration, cash flow & treasury management;

 Performances measurement tools (IRR, TVPI, DPI, DCC,RVPI, PIC multiple,...) and cash flow statement;  Assistance to preparation of the periodical GP reports/newsletters;

 Assistance for valuing the portfolio companies in accordance with commonly used valuation methodologies:

 Management of carried interest structures & reporting: complex rules with eventual clawback provisions (whole-of-fund model, deal by deal model, hybrid carried interest model);  AIF Manager assistance: eligibility assessment, registration, authorisation;

 Due diligence for secondary transactions;

 IPEV guidelines: multiples, past transactions, net asset value, DCF model;  EVCA guidelines and other industry benchmark;


Incorporation

Administration

Management

Structuring & Transaction Support

Governance

 International corporate & financial structures: cross border deal structuring for the fund‘s portfolio and/or the corporate industry (acquisition, sale, add-on);

 Corporate reorganisation & tax structuring : merger, de-merger, transfer of ownership, migration of entities to & from Luxembourg;

 IP rights solutions: tax solutions, cash management and royalties collection, liaising with patent attorney and international advisors;

 Hybrid financial instruments : PEC, CPEC, bond, convertible bond, loan notes; Assistance to preparation of the legal documentation and completion with our dedicated partners;

 Assistance to the completion of investment & exit processes, including closing coordination (acquisition, sale, LBO, MBO-MBI, IPO,...);

 Management incentive program for executives: structuring and implementation;

 Debt structuring and assistance for implementing the debt & security package;

 Treasury services: implementation of cash management solutions (hub for multi banking reporting and consolidated financial reporting) and cash rapratiation techniques;

 Implementation of securitisation‘s transactions through dedicated financial and corporate solutions in Luxembourg;

liaising with our network of dedicated legal counsels and external advisors in various jurisdictions


Incorporation

Administration

Management

 Certified independent (non executive) director for financial entities (regulated and non regulated entities), and industrial companies (incl. listed) in Europe;

 Implementation of best practice guidelines for corporate governance;

 Value creation through directorship engagement: fair process leadership, strategy focused and indepth knowledge on best practice for One-Tier and Two-Tier governance models;

 Implementation of risk management processes for complying with regulatory rules;

 Assistance for improvment of board efficiency;

Structuring

Governance

 Advice for implementation of effective LT strategy by creating unique value, identifying source of competitve advantage through a sustainable process;

 Board evaluation tools;

« Management practices are consistently more advanced in private equity-owned firms than in other forms of ownership » Conor Kehoe, director, McKinsey Company


MANAGEMENT TEAM Around 20 years experience in the fund and corporate industry in Europe (especially in Luxembourg, Germany, Italy, BeNe, UK) having a strong track record in the alternative investment funds industry and relevant background in transaction management in quality of asset manager (deals origination, acquisition, restructuring, debt raising, financial engineering, fund administration and fundraising). Jean-Pierre Verlaine Phone: +352.26.38.41.81 E-mail: jpv@engelwood.lu

Certified independent director as regulated by I.L.A.

Around 8 years experience in the fund administration environment and corporate industry in Luxembourg with strong background in the investors’ relationship and project management for the corporate and fund industry (fund administration and fundraising).

Adrien Coulombel Phone: +352.26.38.41.82 E-mail: adc@engelwood.lu


OFFICES Registered office : 24, rue LĂŠon Kauffman L-1853 Luxembourg

+352 26 38 41 80

+352 26 38 41 83

contact@engelwood.lu

www.engelwood.lu

Languages:

7 min from Luxembourg City and 10 min from the Airport


REFERENCES – SOLUTIONS & transactions Packaging Industry

 Acquisition (structuring, due diligence);  Corporate structuring;  Exit structuring;  SPV corporate services Luxembourg; Italy, Germany, US, Luxembourg

Military/defense Industry

 Acquisition (deal structuring, due diligence, governance);  Corporate & Tax structuring (merger);  Debt raising & structuring; Switzerland, Germany

Automotive Industry

 Corporate structuring (merger, IPO);  Add-on in Denmark, US,China;  Debt raising & structuring;  SPV corporate services Luxembourg; Italy, Poland, Denmark, Lux. ,US, China

Retail Industry

 Acquisition (deal structuring, due diligence, governance);  Corporate & Tax structuring;  IP solutions;  Treasury services & HQ solutions; Luxembourg, Italy, Spain, Switzerland

Power Control Industry

 Acquisition (structuring, due diligence)  Debt raising & structuring;  SPV & HQ corporate services;  Exit structuring & completion; Germany, US, Luxembourg

Luxury Industry

 Acquisition (structuring, secondary, governance);  Incentive program;  SPV corporate services Luxembourg;  Exit structuring & completion; Italy, Luxembourg


REFERENCES –MANAGEMENT & GOVERNANCE Fund 1  Fund administration & corporate services;  Investors communication (DD, Distributions, Meetings, Reporting);  Reporting & Performances measurement;  GP reporting;  Regulated dircetors; Luxembourg

Fund 2  Prospectus /LPA / Implementation;  Fund administration & corporate services;  Investors communication (DD, Distributions, Meetings, Reporting);  GP Reporting & Performances measurement;  Regulated directors; Luxembourg

Fund 3  Fundraising (PPM, Prospectus, Set-up)  Fund administration & corporate services;  Investors communication (DD, Distributions, Meetings, Reporting);  GP Reporting & Performances measurement;  Regulated directors; Luxembourg

Governance  Directoship positions and supervisory board member of financial and industrial companies in several jurisdictions: Luxembourg, Italy, Denmark, Spain, Portugal, Switzerland, Germany, The Netherlands, UK, US  Directorship positions for regulated entities under the surveillance of the Luxembourgian supervisory authorities (C.S.S.F.);


LINKS

C.S.S.F. (Commission de Surveillance du Secteur Financier)

www.cssf.lu

Institut Luxembourgeois des Administrateurs

www.ila.lu

Luxembourg for Finance

www.luxembourgforfinance.lu

LPEA (Luxembourg Private Equity & Venture Capital Association)

www.lpea.lu

EVCA (European Private Equity &Venture Capital Association)

www.evca.eu

ALFI (Association of the Luxembourg Fund Industry)

www.alfi.lu


DISCLAIMER

The content of this presentation and any reference to any brochure and other publications are disclosed for information purposes only. They do not constitute any offer. Nothing in this presentation and other publications should be relied upon as constituting legal or professional advice. Neither Engelwood Financial Services S.Ă r.l. nor any of its shareholders, affiliates, directors, managers or employees accept any responsibility whatsoever for any loss occasioned to any person no matter howsoever caused or arising as a result, or in consequence, of action taken in reliance on any of the content of this presentation. This presentation contains information about our services and described the scope of our expertise. It is provided exclusively for information purpose and is subject to change without prior notice.

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