Prospectus 2 February Crown Co-investment Opportunities plc

Transcription

1 Prospectus 2 February 2016 Crown Co-investment Opportunities plc

2 This document is important. If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, accountant, lawyer or other financial adviser. Certain capitalized terms used in this Prospectus are defined in section 3. An application will be made to the Irish Stock Exchange for 15, of the Class L Shares (listed) of the Company (the Listed Shares ) to be admitted to the Official List and trading on its Main Securities Market on or about 2 February The Directors do not believe that an active secondary market will develop in the Shares of the Company. The annual financial statements for the year ended 30 April 2014 and 31 December 2014 audited by PricewaterhouseCoopers, form part of this Prospectus. The Directors confirm that there has been no significant change in the financial or trading position of the Company since the unaudited financial statements dated 30 June This Prospectus constitutes a prospectus in accordance with the Prospectus Regulations. The Prospectus has been approved by the Central Bank, as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Listed Shares, which have been admitted to trading on the Main Securities Market or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any member state of the European Economic Area. Neither the admission of the Shares to the Official List and to trading on the Main Securities Markets of the Irish Stock Exchange nor the approval of the Prospectus pursuant to the listing requirements of the Irish Stock Exchange shall constitute a warranty or representation by the Irish Stock Exchange as to the competence of the service providers to or any other party connected with the Company, the adequacy of information contained in this Prospectus or the suitability of the Company for investment purposes. A copy of this document will be delivered for registration to the Registrar of Companies in Dublin in accordance with Section 38(1)(b) of the Prospectus Regulation. CROWN CO-INVESTMENT OPPORTUNITIES PLC (A closed-ended investment company with variable capital incorporated with limited liability and authorized by the Central Bank under the Companies Act, 2014 with registered number ) Alternative Investment Fund Manager LGT CAPITAL PARTNERS (IRELAND) LIMITED Investment Advisor LGT CAPITAL PARTNERS LTD Dated: 2 February 2016

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4 Introduction Crown Co-investment Opportunities plc is a closed-ended investment company with variable capital incorporated under the Companies Act, 2014 and has been authorised by the Central Bank as a designated investment company pursuant to the Act. The Company intends to offer Participating Shares in different Classes. As the Company is closed-ended repurchases of Participating Shares at the request of Participating Shareholders are not permitted. A separate application may be made to the Irish Stock Exchange with respect to admission to the Official List and trading on the Main Securities Market in respect of new or existing Classes of Participating Shares. Investors must rely on their own examination of the person or entity creating the securities and the terms of the offering, including the legal terms, taxation, the financial and other consequences of an investment in the Company, including the merits of investing and the risks involved. Investors should not treat the contents of this Prospectus as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisors concerning the purchase or holding of Participating Shares. The attention of investors is drawn to the potential for above average risk associated with an investment in the Company as described in section 2 hereof. Investors should note that the Investments can be volatile and that their value may decline as well as appreciate. There can be no assurance that the Company will be able to attain its objectives. The price of Participating Shares as well as the income therefrom may go down as well as up to reflect changes in the Net Asset Value of the Company. Investors should be aware that the difference at any one time between the Subscription Price and the Repurchase Price means that their investment in the Company should be viewed as long term. An investment should only be made by those persons who could sustain a loss on their investment. The Central Bank shall not be liable by virtue of its authorisation of the Company thereof or by reason of its exercise of the functions conferred on it by legislation in relation to the Company for any default of the Company. The authorisation of the Company does not constitute a warranty by the Central Bank as to the credit worthiness or financial standing of the various parties to the scheme. The authorisation of the Company is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus or any supplement. Any representation to the contrary is unauthorised and unlawful. The Participating Shares offered hereby have not been approved or disapproved by the SEC or by the securities regulatory authority of any state of the United States and neither the SEC nor any such authority has commented upon the accuracy or adequacy of the contents of this Prospectus nor is it intended that the SEC or any such authority will do so. Any representation to the contrary is a criminal offence. The Company is authorised to be marketed solely to Qualifying Investors and the minimum amount to be subscribed by each applicant shall not be less than the Minimum Subscription. Accordingly, while the Company is authorised by the Central Bank, the Central Bank has not set any limits or other restrictions on the Investment Objectives, the Investment Policies or the degree of leverage which may be employed by the Company nor has the Central Bank reviewed this Prospectus. The Company must comply with the aim of spreading investment risk in accordance with section 1386(1) of the Act. The Company is a Qualifying Investor AIF authorised by the Central Bank pursuant to Chapter 2 of the AIF Rulebook. Within the European Union and subject to the fulfillment of the requirements outlined in Article 32 of AIFMD, the Company is authorised to be marketed solely to Professional Clients unless the member states in question permits, under the laws of that member state, the Company to be sold to other types of investors (within the scope of the Qualifying Investor criteria). While it is not intended to engage in any material investment management or trading activity at share class level within the Company other than for hedging purposes, it should be noted that any such activity may expose the Company to cross contamination risk as it may not be possible to ensure (contractually or otherwise) that a counterparty's recourse in any such arrangements is limited to the assets of the relevant share class within the Company. Participating Shareholders shall not be registered on the Register of the Company if their Subscription constitutes less than the Minimum Subscription or if they have not certified in writing that they are Qualifying Investors and aware of the risk involved in the

5 proposed investment and of the fact that inherent in such investment is the potential risk to lose all of the capital invested. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation or sale to anyone in any jurisdiction in which such offer or solicitation or sale is not authorised, or to any person to whom it is unlawful to make such offer or solicitation or sale. The distribution of this Prospectus and the offering and sale of Participating Shares in certain jurisdictions may be restricted and, accordingly, persons into whose possession this Prospectus comes are required to inform themselves about, and to observe, such restrictions. Prospective investors should inform themselves as to (a) the legal requirements within their own jurisdictions for the purchase or holding of Participating Shares, (b) any foreign exchange restrictions which may affect them, and (c) the income and other tax consequences which may apply in their own jurisdictions relevant to the purchase, holding, redeeming or disposal of Participating Shares. Participating Shares offered and sold by the Company in the United States are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time. In certain limited circumstances, the Company may offer and sell Participating Shares to U.S. Persons that are Qualified Purchasers as defined in the Investment Company Act, and accredited investors as defined in the Securities Act, in each case residing in or doing business in the United States. The Participating Shares have not been and will not be registered under the Securities Act. It is anticipated that the offering and sale of the Participating Shares in the United States will be exempt from registration pursuant to section 4.2 of the Securities Act or Regulation D promulgated under the Securities Act and in reliance on appropriate exemptions for state registration and qualification requirements where available. As noted herein, there will be no public market for the Participating Shares. Each prospective investor who is a U.S. Person will be required to execute a Subscription Agreement which, among other things, contains representations and warranties relating to its status as a Qualified Purchaser, an accredited investor and/or a qualified client (as defined in Rule promulgated under the Advisers Act) status and its general suitability for an investment in the Company and that it is acquiring the Participating Shares purchased by it for investment and not with a view to resale or distribution. In addition, the Participating Shares offered and sold by the Company in the United States may not be resold except under limited circumstances in compliance with applicable laws including the Securities Act and other restrictions described in this Prospectus and the Articles. The Company is not registered as an investment company under the Investment Company Act, and it is not intended that the Company will operate as a regulated investment company in reliance upon an available exemption from registration contained in the Investment Company Act. In addition, neither the AIFM nor the Investment Advisor is registered as an investment adviser under the Advisers Act or any similar state laws although one or both may become a registered investment adviser under the Advisers Act or such similar state laws. Pursuant to U.S. Treasury Department Circular 230, Participating Shareholders are hereby advised that: (i) any discussion of U.S. federal tax issues herein is not intended or written to be relied upon, and cannot be relied upon, by Participating Shareholders for the purpose of avoiding penalties that may be imposed on Participating Shareholders under the U.S. Internal Revenue Code; (ii) such discussion is included herein in connection with the promotion or marketing of interests in the Company; and (iii) Participating Shareholders should seek advice based on their particular circumstances from an independent tax advisor. ERISA imposes certain limitations on investments, such as an investment in the Company, by ERISA Plans. Accordingly, any ERISA Plan considering an investment in the Company should consult its own counsel as to the legal effects of such investment. The Company and the Directors of the Company, whose names appear in section 7.1, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors and the Company will use their reasonable efforts to cause their agents, affiliates, officers and employees to conduct the business and operations of the Company in material compliance with all laws directly applicable to the Company. The Directors and the Company accept responsibility accordingly. No person has been authorised to issue any advertisement or to give any information, or to make any representations in connection with the offering, placing, subscription or sale of Participating Shares other than those contained in this Prospectus and the Articles. If issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Company. Neither the delivery of this Prospectus nor the offer, placement, allotment, sale or issue of any of the Participating Shares shall under any circumstances create any implication or constitute a representation that the information given in this Prospectus is correct as of any time

6 subsequent to the date hereof, or that the affairs of the Company have not changed since the date hereof. Distribution of this Prospectus is not authorised after the publication of the first annual report of the Company unless it is accompanied by a copy of the latest annual report of the Company. Such report will form part of this Prospectus. The main legal implications of the contractual relationship which an investor would enter into by investing in the Company are as follows: - By completing and submitting the relevant Subscription Agreement, an investor will have made an offer to subscribe for Participating Shares which, once it is accepted by the Company, has the effect of a binding contract. The terms of such contract will be governed by the Subscription Agreement (read together with this Prospectus and the Memorandum and Articles of Association). - Upon the issue of Participating Shares, an investor will become a Shareholder in the Company and the Memorandum and Articles of Association will take effect as a statutory contract between the investor and the Company. - The aggregate liability of each Participating Shareholder towards the Company shall be limited to their Subscription plus all distributions in excess of the amount of their Subscription which are recallable pursuant to this Prospectus and Interest Charge, if any. - The Memorandum and Articles of Association are governed by, and construed in accordance with, the laws currently in force in Ireland. The Subscription Agreement is expressed to be governed by, and construed in accordance with, the laws of Ireland. - The rights and restrictions that will apply to an investor s Participating Shares may be modified and/or additional terms agreed from time to time in respect of a particular Class (subject to such terms being consistent with the Memorandum and Articles of Association). - Although there is no statutory enforcement in Ireland of judgments obtained in a foreign jurisdiction, a judgment obtained in a foreign jurisdiction may be recognised and enforced in the courts of Ireland pursuant to certain processes and conditions. Statements made in this Prospectus are based on the laws and practice currently in force in Ireland and are subject to changes in such laws and practice.

7 Table of contents 1 Summary 8 2 Risk factors 19 3 Definitions 25 4 The Company 33 5 Investment Objectives and Policies 34 6 Subscription for Shares, redemption 38 7 Management and administration 44 8 Fees and expenses 55 9 Calculation of Net Asset Value and reporting Taxation Certain United States regulatory considerations Appendix I General information Appendix II - Directorships of the Board of Directors Appendix III - Capitalization and Indebtedness Appendix IV - Analysis of Company s Portfolio and selected financial information Appendix V Operating and Financial Review Appendix VI Audited Financial Statements and unaudited financials Appendix VII Service Providers 91

8 1 Summary This summary is included to satisfy the requirements of Article 5 (2) of Directive 2003/71//EC, as amended. Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. This summary should be read as an introduction to the main body of the Prospectus and in the case of any inconsistencies between the terms reflected in this summary and the terms in the main body of the Prospectus the latter shall prevail. 1.1 SECTION A INTRODUCTION AND WARNINGS A.1 Warning This information should be read as an introduction to the full text of this document and any decision to invest in the Listed Shares should be based on consideration of the full text of this document. Where a claim relating to the information contained in this document is brought before a court, a plaintiff investor may, under the national legislation of an EEA state, have to bear the costs of translating this document before the legal proceedings are initiated. Civil liability attaches to the Company and its Directors who are responsible for this summary, including any translation of this summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in the Shares. A.2 Subsequent Not applicable. There is no resale of securities or a final placement of securities through financial intermediaries. resale of securities or final placement of securities through financial intermediaries 1.2 SECTION B ISSUER B.1 Legal and commercial name B.2 Domicile and legal form Crown Co-investment Opportunities plc A closed-ended investment company with variable capital under the Companies Act, 2014 and is authorised by the Central Bank as a designated investment company pursuant to the Act. B.3 Key factors relating to the nature of the issuer's current operations and its principal activities B.4a A description of the most significant recent trends The Company was incorporated on 18 October 2013 under the laws of Ireland as a public limited company with variable capital pursuant to the Act and is authorised by the Central Bank as a designated investment company pursuant to the Act. The Investment Objective of the Company is to provide Participating Shareholders with an attractive long-term capital appreciation from a globally diversified portfolio of Private Equity Co-Investments. The Company started committing on 31 January As of 30 November 2015, the Company has committed USD million to nineteen Co-investments which represents 47.3% of the total Subscribed Capital of USD million. Six of these investments have been committed to through an Intermediate Investment Vehicle, which has issued a series of profit participating notes in lieu of these investments. The 8

9 affecting the issuer and the industries in which it operates Investment Objective of the Company is to provide Participating Shareholders with an attractive long-term capital appreciation from diversified portfolio of private equity co-investments predominantly in the small and middle market buyout segment which are located or have principal business operations in Europe or North America. During the financial year to 30 November 2015 following capital contributions from investors of USD 101,203,200 and distributions of USD 34,349,520 together with results from operations the net asset value of the Company is USD 166,762,887. The Company had a final closing in January 2015 accepting a further USD 41.6 million in Subscribed Capital which totals USD million at the end of November B.5 Group description B.6 Major Shareholders Not applicable; the Company is a closed-ended investment company and is not part of a group. Participating Shares were offered in the following Classes: Class A, Class B, Class E, Class L, and Class O Shares. There are three Management Shares issued for the purposes of incorporation. Significant investors 08 January 2016 Shares held % of issued share capital LGT Capital Invest (SC2) Limited 312, % WARBURG INVEST LUXEMBOURG S.A. on behalf of HAEK Fund 273, % Lærernes Pension Forsikringsaktieselskab 179, % Evergreen III SICAV-SIF - Evergreen III 156, % Luzerner Pensionskasse 119, % Metropolitan Employee Benefit System 119, % Investor Two Limited 119, % In addition the following Directors hold an interest in the Company: Director Share Class Number of shares as at 08 January 2016 NAV per share at 3 November 2015 (Unaudited) (USD) Konrad Baechinger (Swiss) Share Class "O" 3, Urs Gaehwiler (Swiss) Share Class "O" 2, Tycho Sneyers (Belgian) Share Class "O" 1, Desmond Tobin (Irish) Share Class "O" Robert Schlachter (Swiss) Share Class "O" B.7 Key financial information The table below sets out the Company's summary financial information for the periods indicated. The Company started committing on 31 January As of 30 November 2015, the Company committed USD million to nineteen co-investments which represents 47.3% of the investors total Subscribed Capital of USD million. Amounts are reported in USD

10 Assets Current assets Cash and cash equivalents 62, , ,592 Accrued income and other receivables 4, ,905 Total current assets 66, , ,497 Non-current assets Investments at fair value through profit or loss 140,664,575 89,676,966 24,810,100 Currency option Investments in subsidiaries Total non-current assets 140,664,575 89,676,966 24,810,100 TOTAL ASSETS 140,731,555 89,955,184 25,044,596 Equity Capital and reserves attributable to equity holders Share capital 127,121,580 83,920,520 20,079,563 Retained earnings/(accumulated deficit) 12,885, , ,314 Total equity 140,007,302 84,616,521 20,342,876 Liabilities Current liabilities Accrued expenses and other payables 724, , ,720 Due to banks 0 5,000,000 4,600,000 Total current liabilities 724,523 5,338,664 4,701,720 Non-current liabilities Accrued expenses and other payables Intercompany loans Due to banks Total non-current liabilities The table above sets out the Company's summary audited financial information for the periods 30 April 2014, 31 December 2014 and 30 June The movement in total equity to USD million from USD 20.3 million is made up mainly of gains from investments after operating expenses and the capital called from and net of distributions to investors during that period. B.8 Key pro forma financial information Not applicable; no pro forma financial information. B.9 Profit forecast Not applicable; No profit forecast or estimate made. B.10 Description of the nature of any qualifications in the audit report 10 Not applicable; no qualifications.

11 B.11 Working Capital The Company and the Directors are of the opinion that the Company has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this document. B.34 Investment policy and investment restrictions: The Investment Objective of the Company is to provide Participating Shareholders with an attractive long-term capital appreciation from a globally diversified portfolio of Private Equity Co-Investments. Investment Restrictions: The Directors have resolved and agreed with the AIFM on the following Investment Restrictions: Unless otherwise approved by the Shareholders by way of a Special Resolution, the Company shall not invest or commit: a. more than 100% of the Subscribed Capital in Private Equity Co-Investments; b. more than 40% of the Subscribed Capital in Private Equity Co-Investments in any rolling 12-month period; c. more than 30% of the Subscribed Capital in Private Equity Co-Investments which are controlled by any single Private Equity manager or sponsor; d. more than 20% of the Subscribed Capital in Private Equity Co-Investments which are located or have predominant business operations outside of Europe and North America, e. more than 20% of the Subscribed Capital in any single Private Equity Co-Investment (incl. bridge financing); f. more than 10% of the Subscribed Capital in any single Private Equity Co-Investment (excl. bridge financing); g. more than 10% of the Subscribed Capital in Private Equity Co-Investments representing Venture Capital transactions; and h. more than 10% of the Subscribed Capital in Private Equity Co-Investments which are listed at the time of the investment. Additionally, the Directors have agreed with the AIFM that: i. to the extent a Private Equity Co-Investment is made through an Intermediate Investment Vehicle, the Investment Restrictions shall apply on the level of the underlying investments of such Intermediate Investment Vehicle subject to the Company s pro rata ownership thereof; and j. Investments which are substantially exposed to arms-related activities, violations of human rights, irresponsible treatment of the natural environment or other non-ethical conduct of business may be excluded. In accordance with the requirements of the Central Bank, the Company or the AIFM may acquire shares or other securities carrying voting rights in such an amount which would enable the Company or the AIFM to exercise significant influence over the management of a Private Equity Investment or enable it to take legal or management control of the issuer of any of its Investments (other than Intermediate Investment Vehicles) in accordance with the requirements of the Central Bank. B.35 Borrowing and leverage limits: The Company may borrow capital on a short term basis from third party financial institutions in order to avail of bridge financing for the purposes of facilitating investment and cash flow management with a maturity of typically no more than 12 months provided that prior to the Final Closing Date, any such leverage will typically not exceed 100% of Unfunded Subscriptions and as of the Final Closing Date the Company s borrowing and leverage shall not exceed 10% of the Subscribed Capital unless to the extent necessary to mitigate the effects caused by Defaulting Shareholders as described in section 6.7 in which case the aggregate amount of the Company s borrowing and leverage shall not exceed 100% of the Unfunded Subscription of the Defaulting Shareholder. B.36 Regulatory Status: The Company is a closed-ended investment company with variable capital incorporated under the Companies Act, 2014 and is authorized by the Central Bank as a designated investment company pursuant to the Act. The AIFM has been authorised and regulated by the Central Bank under the AIFMD. 11

12 B.37 Typical Investor: B.38 Investment of 20 per cent. or more of gross assets in (i) single underlying asset; (ii) collective investment undertakings ( CIUs ) investing more than 20 per cent. of gross assets in other CIUs; or (iii) with a single Counterparty: Qualifying investor with minimum investment of 100,000. The Company is in the early stages of committing to investments and there are currently two investments of 20% or more of gross assets in a single underlying asset and in a single Counterparty. Such level of investment is temporary until full capital has been committed under the description of investment strategy of the Company. No more than 20% of the Company's assets are invested in collective investment undertakings ( CIUs ) that invest more than 20 per cent of its gross assets in other CIUs. B.39 Investment of 40 per cent. or more of gross assets in a single collective investment undertaking: Not applicable. No more than more than 20% of the Subscribed Capital in any single Private Equity Co-Investment (incl. bridge financing) and no more than 10% of the Subscribed Capital in any single Private Equity Co-Investment (excl. bridge financing). B.40 Service Providers including maximum fees: AIFM: The Company has appointed LGT Capital Partners (Ireland) Limited as AIFM of the Company pursuant to the Management Agreement to fulfill the functions of AIFM for the Company as required under the AIFMD Regulations and provide investment management expertise and advice on the day to day investment decisions of the Company. In discharging its role, the AIFM shall s act honestly, fairly, professionally, independently and in the interests of the Company and the Shareholders. From the Initial Closing Date, the AIFM will be entitled to an annual Management Fee calculated as a percentage of the Subscribed Capital (plus VAT, if any) in the first seven years following the Initial Closing Date and thereafter an annual Management Fee calculated as a percentage of the Remaining Cost Base in respect of Investments (plus VAT, if any) in accordance with the following: a. Class A Shares, Class E Shares and Class L Shares (listed) shall be charged with an annual Management Fee of: 0.60% p.a. of the Subscribed Capital in the first year following the Initial Closing Date; 0.80% p.a. of the Subscribed Capital in the second year following the Initial Closing Date; 1.00% p.a. of the Subscribed Capital thereafter until the end of the seventh year following the Initial Closing Date; and 1.00% p.a. of the Remaining Cost Base in respect of Investments. b. Class B Shares and Class F Shares (Euro denominated) shall be charged with an annual Management Fee of: 0.75% p.a. of the Subscribed Capital in the first year following the Initial Closing Date; 1.00% p.a. of the Subscribed Capital in the second year following the Initial Closing Date; 12

13 1.25% p.a. of the Subscribed Capital thereafter until the end of the seventh year following the Initial Closing Date; and 1.25% p.a. of the Remaining Cost Base in respect of Investments. c. Class O Shares shall not be charged with an annual Management Fee. Depositary: The Company has appointed BNP Paribas Securities Services, Dublin Branch to act as its depositary pursuant to the terms of the Depositary Agreement. The Depositary is a branch of BNP Paribas Securities Services S.C.A., a company incorporated in France as a partnership limited by shares under Companies Registration Office Number and which has its registered office at 3 rue d Antin, 75002, Paris, France, acting through its Dublin Branch authorised by the Central Bank, the address of which is Trinity Point, Leinster Street South, Dublin 2. The Central Bank Authorisation number is C The Depositary is authorised by the Autorite de Controle Prudential ( ACP ) and is supervised by the Autorite des Marches Financiers ( AMF ) in France and has been authorised by the Central Bank of Ireland to provide depositary services in Ireland through a European Union passport mechanism. The Company will pay to the Depositary (i) trustee fees of up to 0.02% per annum (plus VAT, if any) of the Net Asset Value and (ii) custody fees equal to 0.02% per annum (plus VAT, if any) of the Net Asset Value subject to a capped fee of EUR 45,000 per annum, both fees accrued, calculated and payable monthly in arrears. In addition, the Depositary shall be entitled to a fee of EUR 170 for each subscription, redemption or transfer of non-cash assets, EUR 20 for every cash transfer and EUR 75 for every corporate action fee per mandatory event. The Depositary is also entitled to an annual fee of $7,500 for cash flow monitoring servicers. Administrator: The Company together with the AIFM has appointed LGT Fund Managers (Ireland) Limited as administrator to the Company. The Administrator is a private company incorporated with limited liability in Ireland on 13 December The Administrator will be entitled to an annual fee of 0.06% (plus VAT, if any) of the Net Asset Value of the Company accruing monthly and payable quarterly in advance, subject to a monthly minimum fee of EUR 5,000 (to include fees relating to company secretarial services), and is entitled to be reimbursed its reasonable out-of-pocket expenses incurred on behalf of the Company. Distributor: The Company has appointed LGT Capital Partners (Ireland) Limited as Distributor to act as the distributor of the Participating Shares in respect of the Company. The fees payable to the Distributor shall be included in the Management Fee charged to the Company. Paying Agent: The Company has appointed LGT Bank (Ireland) Limited, to act as paying agent. The Irish Paying Agent shall receive from the Company an annual fee of EUR 1,000 payable. B.41 Identity and regulatory status of service providers: LGT Capital Partners (Ireland) Limited; the AIFM has been authorised and regulated by the Central Bank. The Depositary is authorised by the Autorite de Controle Prudential ( ACP ) and is supervised by the Autorite des Marches Financiers ( AMF ) in France and has been authorised by the Central Bank of Ireland to provide depositary services in Ireland through a European Union passport mechanism. LGT Fund Managers (Ireland) Limited, the administrator is authorised and regulated by the Central Bank. B.42 Calculation of The Net Asset Value per Share will be calculated on each Dealing day which shall be notified to the Irish Stock 13

14 Net Asset Value: B.43 Cross Liability: B.45 Description of Portfolio: Exchange without delay upon calculation. Not applicable. This is a standalone fund. As of 30 June 2015, the Company has committed USD million to fourteen Co-investments which represents 33.6% of the total subscribed capital of USD million. The Company shall predominantly invest in Private Equity Co-Investments in the small and mid-market Buyout segment which are located or have predominant business operations in Europe or North America. B.46 Net asset value: NAV Prices Fund name Currency Share class Unaudited NAV per share at Crown Co-investment Opportunities plc EUR E Crown Co-investment Opportunities plc USD A Crown Co-investment Opportunities plc USD B Crown Co-investment Opportunities plc USD L Crown Co-investment Opportunities plc USD O SECTION C - SECURITIES C.1 Type of class and security: The ISIN Numbers and SEDOL Codes for each Class of the Company are as follows: The ISIN Numbers for each Class are as follows: Class A Shares ISIN: IE00BFG1T821. Class B Shares ISIN: IE00BFG1T938. Class E Shares (Euro denominated) ISIN: IE00BFG1TB56. Class F Shares (Euro denominated) ISIN: IE00BFG1TC63. Class L Shares (listed) - ISIN: IE00BNFWV420 SEDOL: BNFWV42 Class O Shares ISIN: IE00BFG1TD70. C.2 Currency of the securities: The Denominated Currency of the Company shall be the U.S. Dollar which shall also be the denominated currency for all Share Classes other than Class E Shares and Class F Shares for which the denominated currency shall be the Euro. C.3 The number of shares issued: Number of shares in issue Share class as of 08 January 2016 A B E L O At beginning of January , , , , , Issued 257, , , , ,

15 Redeemed 74, , , , , At end of January , , , , , As at 8 January 2016, the following shares in the Company were in issue: Number of Shares in issue fully paid-up Number of Shares in issue not fully paid-up Unaudited NAV per Share as at 31/12/2015 Management Shares 3 Nil n/a Class A 394, Nil Class B 76, Nil Class E 48, Nil Class L 342, Nil Class O 837, Nil C.4 A description of the rights attached to the securities: The rights attaching to the Securities will be as follows: Shareholders shall have the right to attend, speak and vote at any general meetings of the Company and the relevant Class, as the case maybe, in accordance with the provisions of the Articles of Association. The terms and conditions of the Participating Shares are identical with the exception of Management Fee and Performance Fee charged. The Participating Shares are shares of no par value in the capital of the Company. The Management Shares shall only be issued at par value and shall not participate in the dividends or assets attributable to Participating Shares. C.5 Transfer restrictions: A transfer of Shares shall not be recognized or registered if the Directors reasonably believe that such transfer would a) Result in the assets of the Company becoming plan assets of any ERISA Plan Shareholder within the meaning of ERISA; b) Result in violation of the registration requirements of the Securities Act or any similar law or regulation; c) Require the Company to register as an investment company under the Investment Company Act or any similar law or regulation; d) Require the AIFM or the Investment Advisor to register as an investment adviser under the Advisers Act or any similar law or regulation, to the extent the AIFM and the Investment Advisor are not so registered and to the extent such registration would otherwise not be required; e) Result in a material change in the tax or regulatory status of the Company, its management, the reasonable business interests of the Company, the AIFM or the Investment Advisor or a change in the Net Asset Value; f) Result in a violation of any applicable law or requirements of any country or governmental authority; or g) cause (or which the Company or the Administrator acting on the Company s instructions suspects would cause) the Company to be non-compliant with FATCA. 15

16 C.6 Admission: An application will be made to the Irish Stock Exchange for Listed Shares to be admitted to the Official List and trading on its Main Securities Market. C.7 Dividends: Not Applicable. It is currently not intended that earnings will be paid in the form of dividends to Shareholders. As of the date of this Prospectus, no dividends have been declared. 1.4 SECTION D - RISKS D.1 Key information on the key risks that are specific to the issuer or its industry: Due to the nature of Private Equity transactions, the risk attached to an investment which the Company shall make is above the average risk attached to an investment in a fund that invests in publicly-traded securities, and therefore an investment in the Company is suitable only for investors who are in a position to take such a risk including the possible loss of their entire investment. Due to the nature of Private Equity markets, there is no guarantee that sufficient suitable investment opportunities will be found for the Company to invest in, nor can there be any assurance that the underlying investments of the Company will find suitable investment opportunities. As a result, there is no guarantee that the desired levels of diversification will be achieved by the Company or by the underlying investments of the Company. The value of the Company s assets may be affected by uncertainties such as international political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of countries in which Investments may be made. The Company may significantly invest in underlying collective investment schemes which are unregulated and which will not provide a level of investor protection equivalent to schemes authorised under Irish laws and subject to Irish regulations and conditions. Legal, tax, and regulatory changes are likely to occur during the life of the Company and some of these changes may adversely affect the Company, perhaps materially. The financial services industry generally, and the activities of collective investment schemes and their managers, in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Company s exposure to potential liabilities and to legal, compliance and other related costs. D.3 Key information on the key risks that are specific to the securities: The securities in which the underlying funds, invest may be the most junior in what typically will be a complex capital structure, and thus subject to the greatest risk of loss as the claims of the underlying funds may be of a subordinate rank compared to other third party creditors and can only be recovered once all other creditors have been satisfied. Participating Shareholders should note that it may not always be possible for the Company to ensure sufficient liquidity in the event that the termination of an Investment is scheduled to occur after the Closed End Period. In the anticipated absence of a secondary market for the Participating Shares and due to the restrictions on their transferability, similar risks apply as to the Participating Shareholder s investment in the Company. Any change in the Company s tax status or in taxation legislation could affect the value of the Investments held by the Company and affect the Company s ability to provide its Participating Shareholders with the expected returns on their capital. There can be no assurance that all profits realized from Investments in emerging markets will be capable of being repatriated. Current policies generally allow the repatriation of contributions to equity capital and revenues and dividends deriving therefrom, the repatriation of revenues from the sale of securities and dividends thereon, and credits and revenues used to repay credits. There can be no assurance in the future, however, that policies in emerging markets will not negatively affect the ability of the Company to receive the proceeds from the Investments. Certain of the Company s assets may be invested in securities denominated in currencies, which may not or may 16

17 cease to be freely convertible into certain other currencies. The value of the assets of the Company and its income, as measured in the Denominated Currency, may suffer significant declines due to currency depreciation, disruptions in currency markets or delays and difficulties in currency conversions or be otherwise adversely affected by exchange control regulations or by changes in the method of controlling exchange rates or limiting exchange rate movements. 1.5 SECTION E - OFFER E.1 Total net proceeds and total expenses: The preliminary and organisational expenses and the costs and expenses of and incidental to the offer of Participating Shares in respect of the Company (including expenses relating to the establishment of the Company and the negotiation and preparation of the contracts to which they are a party and the fees and expenses of its professional advisers), all of which are payable by the Company, shall not exceed EUR 500,000 (exclusive of VAT). Such costs and expenses will be discharged immediately out of the initial proceeds of the offering of Participating Shares. As of 30 June 2015, the Company has committed USD million to fourteen Co-investments which represents 33.6% of the total subscribed capital of USD million. E.2a Reason for the offer and use of proceeds: The Investment Objective of the Company is to provide Participating Shareholders with an attractive long-term capital appreciation from a globally diversified portfolio of Private Equity Co-Investments. The Company shall predominantly invest in Private Equity Co-Investments in the small and mid-market Buyout segment which are located or have predominant business operations in Europe or North America. The Company s Closed End Period is a material part of the Investment Policies of the Company. E.3 Terms and conditions of the offer: The Company is authorised to be marketed solely to Qualifying Investors pursuant to Chapter 2 of the AIF Rulebook. Accordingly, Participating Shares may only be purchased by Qualifying Investors. In addition, a U.S. Person must be an accredited investor and meet certain eligibility requirements as set forth in the Subscription Agreement to become a Participating Shareholder of the Company. Participating Shareholders shall not be registered on the Register of the Company if their Subscription constitutes less than the Minimum Subscription or if they have not certified in writing that they are Qualifying Investors and aware of the risk involved in the proposed investment and of the fact that inherent in such investment is the potential risk to lose all of the capital invested. E.4 Interest that is material to the issue/offer including conflicting Participating Shares will be offered in the following Classes: Class A, Class B, Class E (Euro denominated), Class F (Euro denominated), Class L Shares (listed) and Class O Shares. In general, and subject to the sole discretion of the Directors, applicants subscribing for USD 30 million or more will typically be issued Class A Shares or upon request Class L Shares (listed) and applicants subscribing for EUR 30 million or more will typically be issued Class E Shares (Euro denominated), applicants subscribing below USD 30 million will typically be issued Class B Shares and applicants subscribing below EUR 30 million will typically be issued Class F Shares (Euro denominated). Applicants with pre-existing fee arrangements with the AIFM or the Investment Advisor may typically be allotted Class O Shares. Applicants with pre-existing commercial arrangements (such as but not limited to managed accounts, separate advisory or intermediary arrangements etc.) with the AIFM or Investment Advisor may be allotted Shares in Classes which do not correspond to their individual Subscription amounts. Not Applicable. There are no interests that are material to the issue and all conflicts will be carried out as if effected on normal commercial terms negotiated at arm's length and in the best interests of Participating Shareholders. 17

18 interests: E.5 Entity offering the shares: LGT Capital Partners (Ireland) Limited acts as Distributor of the Participating Shares in respect of the Company. Not applicable. There are no lock-up agreements. E.6 The amount and percentage of immediate dilution resulting from the offer: Not applicable as there is no immediate dilution. E.7 Estimated expenses charged to the investor by the Company: Not applicable as generally, all fees, duties and charges borne by the Company will be charged to the relevant classes in respect of which they were incurred. 18

19 2 Risk factors Each prospective applicant should carefully consider the following general risks before investing in the Company. 2.1 GENERAL The risks described herein should not be considered to be an exhaustive list of the risks which potential investors should consider before investing in the Company. Potential investors should be aware that an investment in the Company may be exposed to other risks of an exceptional nature from time to time. Investors should be aware that the difference at any one time between the Subscription Price and Repurchase Price of Participating Shares means that an investment in the Company should be viewed as long term. Moreover, investors should note that because investments in securities can be volatile and that their value may decline as well as appreciate, there can be no assurance that the Company will be able to attain its objectives. The price of Participating Shares as well as the income therefrom may go down as well as up to reflect changes in the Net Asset Value of the Company. An investment should only be made by those investors who could sustain a loss on their investment. Potential investors should review this Prospectus carefully and in its entirety and consult with their professional and financial advisers before making an application for Participating Shares. In particular, potential investors should note that any or all of the risks indicated below may materialize at the level of the Company and/or at the level of any number of the underlying Investments and their respective underlying investments. To the extent the risks will materialize cumulatively on a number of levels within the investment structure, the consequences and potential damages for Participating Shareholders may be significantly more severe. Additionally, in the context of Private Equity Co-Investments each of the risks described herein may materialize in a more severe manner due to the lower diversification of any such Private Equity Co-Investment. 2.2 RISKS OF INVESTING IN PRIVATE EQUITY The Company will be investing, directly or indirectly, in Private Equity transactions. Due to the nature of the Investments which the Company will make, the risk attached to an investment in the Company is above the average risk attached to an investment in a fund that invests in publicly-traded securities, and therefore an investment in the Company is suitable only for investors who are in a position to take such a risk including the possible loss of their entire investment. Due to the nature of Private Equity markets, there is no guarantee that sufficient suitable investment opportunities will be found for the Company to invest in, nor can there be any assurance that the Private Equity Co-Investments will find suitable investment opportunities. As a result, there is no guarantee that the desired levels of diversification will be achieved by the Company or by the Private Equity Co-Investments. The securities in which the underlying investments will invest may be the most junior in what typically will be a complex capital structure, and thus subject to the greatest risk of loss as the claims of the underlying investments may be of a subordinate rank compared to other third party creditors and can only be recovered once all other creditors have been satisfied. As there are generally no limits to the degree of leverage at the level of Private Equity Co-Investments many of the investments may be in businesses with high levels of debt or in leveraged Buyouts. Leveraged Buyouts by their nature require the underlying investments to service substantial debt obligations which result in a high ratio of fixed interest charges to anticipated revenues. Leveraged Investments are inherently more sensitive to declines in revenues and to increases in expenses (e.g. an increase in key interest rates). There can be no assurance that any targeted return will be attained. Additional financial risk of a similar nature may arise from the borrowing by the Company itself. Besides the high degree of financial risk due to relatively high leverage the underlying investments might also incur operating risks, which may give rise to the risks of insolvency of the underlying investments and total loss of funds invested. There may be a significant period of time before the underlying investments have invested all of their committed capital. Investments made by the Company will be long-term in nature and will require several years before they are suitable for realisation. Realisation of value from such Investments will be difficult in the short term or may have to be made at a substantial discount compared to freely tradable investments. Proceeds from the realisation of Investments in underlying investments may be retained by the Company to meet its obligations and pay expenses. It is therefore possible that no significant cash return will occur for some years. For further details of the AIFM s liquidity management policy please refer to section In order to preserve the confidential nature of Investments, the Investments in which the Company seeks to invest may refuse to accept investors that are subject to any law, rule or regulation that could require public disclosure of confidential information provided to such investor or, in case after the investment such 19

20 investor becomes subject to any such law, rule or regulation, may require such investor to withdraw. 2.5 FINANCING AND LEVERAGE RISKS In negotiating the terms of an Investment, the AIFM intends to obtain contractual provisions which will facilitate implementation of exit strategies such as sales to third parties. However, there can be no assurance that market, political or economic conditions will permit the successful implementation of such exit strategy at the time or in the manner required to provide an attractive return on the Company s Investment. Furthermore, such terms of Investments may provide for the underlying investments to be entitled to recall certain distributions for the purpose of satisfying indemnification claims or facilitating re-investments. In this context, it may be necessary for the Company as well to recall prior distributions in order to meet its obligations vis-à-vis the underlying investments. 2.3 CO-INVESTMENT POSITIONS The Company may make its Investments through partnering transactions or joint ventures in certain circumstances, in each case a Private Equity Co-Investment. Accordingly, the Company may hold interests in Investments in conjunction with one or more other investors. The Company s execution of voting rights and the Company s investment and divestment from a Private Equity Co-Investment is typically bound to the discretionary decision of the financial sponsor of the Private Equity Co-Investment. 2.4 MARKET AND ILLIQUIDITY RISK The Company will be significantly exposed to unquoted companies. Applicants should therefore note that investments in Private Equity funds tend to be extremely illiquid in nature. This may affect the price at which the Company may liquidate positions to meet funding requirements. In addition, some of the Recognised Exchanges on which the Company s Investments might be trading may prove to be illiquid, insufficiently liquid or highly volatile from time to time. Furthermore, such underlying investments may not be freely redeemable and will be subject to restrictions on transferability. In particular, Participating Shareholders should note that it may not always be possible for the Company to ensure sufficient liquidity in the event that the termination of a Private Equity Co-Investment is scheduled to occur after the end of the Closed End Period. In the anticipated absence of a secondary market for the Participating Shares and due to the restrictions on their transferability, similar risks apply as to the Participating Shareholder s investment in the Company. Subject to any applicable limitations set out in the Prospectus the Company may borrow capital. For the purposes of providing margin or collateral in respect of the Company s activities, the Company may charge, transfer pledge or otherwise encumber all current and future Investments, the Company s accounts as well as its Unfunded Subscriptions and any related right or remedy, such as default and subscription proceeds, in favour of a third party creditor. During the continuance of such a security, the Company may be restricted to freely sell or transfer all or any of the charged Investment or allow the transfer of any Unfunded Subscription to a third party. Upon the enforcement of any such security, in accordance with the terms and conditions of the relevant security agreement, the Company may be required to take such steps as are necessary to authorize a third party creditor to give instructions to the Depositary on behalf of the Company to sell, realize, deliver or assign any of the charged Investments. The third party creditor may also have the right to issue Subscription Calls or to require the Company to issue Subscription Calls, the proceeds of which may be deposited in a bank account to be mortgaged, charged, pledged or otherwise encumbered in favour of the third party creditor or which may be paid directly to the third party creditor. While leverage presents opportunities for increasing the total return on investments, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment could be magnified to the extent that leverage is utilised. The cumulative effect of the use of leverage with respect to any investment in a market that moves adversely to such investments could result in a substantial loss to the Company which would be greater than if the investments were not leveraged. 2.6 POLITICAL AND REGULATORY RISKS The value of the Company s assets may be affected by uncertainties such as international political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of countries in which Investments may be made. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in certain countries in which Investments may be made may not provide the same degree of investor protection or information to investors as would generally apply in major securities markets. 2.7 DEPOSITARY RISK For further details on the AIFM s liquidity management policy, please refer to section Local custody services remain undeveloped in some international markets and there is a transaction and custody risk involved in 20

21 dealing in such markets. The costs borne by the Company in investing and holding investments in such markets will generally be higher than in organised securities markets. 2.8 FOREIGN EXCHANGE/CURRENCY RISK Although the Participating Shares may be denominated in a particular currency, the Company may invest its assets in securities or interests denominated in other currencies. The Net Asset Value as expressed in a particular currency will fluctuate in accordance with the changes in the foreign exchange rate between that currency and the currencies in which the Company s Investments are denominated. The Company may therefore be exposed to a foreign exchange/currency risk. Although the Company may hedge against foreign exchange/currency risk exposure, it may not be possible or practicable to hedge against foreign exchange/currency risk exposure at all times or in all market conditions. Certain of the Company s assets may be invested in securities denominated in currencies, which may not or may cease to be freely convertible into certain other currencies. The value of the assets of the Company and its income, as measured in the Denominated Currency, may suffer significant declines due to currency depreciation, disruptions in currency markets or delays and difficulties in currency conversions or be otherwise adversely affected by exchange control regulations or by changes in the method of controlling exchange rates or limiting exchange rate movements. 2.9 DEFAULTING SHAREHOLDERS Participating Shareholders should note that a default in the subscription for additional Participating Shares pursuant to a Subscription Call may result in the sale of such Participating Shareholder s existing Participating Shares as set out in the Prospectus. The proceeds of such sale or disposal shall be distributed back to such Defaulting Shareholder after deduction of expenses and interest and a penalty of 50% of such proceeds which shall be for the benefit of the Company. In case of Participating Shareholders defaulting on their obligations, the Company may in some cases be required to borrow capital, sell assets or pursue other measures to meet the obligations to the Private Equity Co-Investments. Such measures may negatively impact the Net Asset Value or delay distributions to non-defaulting Participating Shareholders TAXATION and affect the Company s ability to provide its Participating Shareholders with the expected returns on their capital. Potential investors and Participating Shareholders should note that the statements on taxation which are set out herein and in this Prospectus are based on external advice which has been received by the Directors regarding the law and practice in force in the relevant jurisdiction as at the date of this Prospectus. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment is made in the Company will endure indefinitely. Prospective investors attention is drawn to the taxation risks associated with investing in the Company. Further details are given under section 10 and potential investors should note, in particular, the taxation liability arising on the occurrence of certain events such as the encashment, repurchase or transfer of Participating Shares by or payment of dividends to Participating Shareholders who are Irish Residents or Ordinarily Residents in Ireland as outlined in section HEDGING RISK To the extent that the AIFM s expectations in employing techniques and instruments for the purpose of hedging against currency or other risks are incorrect, or the measures taken to hedge against currency or other risks are not adequate, the Company may suffer a loss ACCOUNTING, AUDITING AND FINANCIAL REPORTING STANDARDS The accounting, auditing, financial and disclosure requirements and reporting standards applicable to Investments and underlying companies in which the Company invests may be less extensive than those applicable to securities listed on Recognised Exchanges and, therefore, the financial accounts or information available to the Company or the AIFM may not provide the same degree of information to investors as would generally be provided in major securities markets. In addition, the managers of the Investments may restrict the information to the Company to the extent that it is, or becomes, subject to any law, rule or regulation that could require public disclosure of confidential information provided to the Company. As a result, the Company will be relying on limited information as well as valuation and reporting methods used by the sponsors of the underlying investments which may not meet the standards normally expected in Ireland. Such valuations of the underlying investments may cause from time to time inaccurate valuations in respect of the Company. Any change in the Company s tax status or in taxation legislation could affect the value of the Investments held by the Company 21

22 2.13 INVESTMENT IN COLLECTIVE INVESTMENT SCHEMES The Company may invest in underlying collective investment schemes which are unregulated and which will not provide a level of investor protection equivalent to schemes authorised under Irish laws and subject to Irish regulations and conditions INDIRECT HOLDINGS OF COLLECTIVE INVESTMENTS SCHEMES 2.16 RISKS OF EMERGING MARKETS In addition to the above risk factors the following risks may apply to Investments in emerging markets. The below should not be considered to be an exhaustive list of the risks which potential applicants should consider before investing in the Company. Potential applicants should also be aware that an investment in the Company may be exposed to other risks of an exceptional nature from time to time. The Company may invest in Private Equity Co-Investments through holdings in Intermediate Investment Vehicles. Such intermediate Investment Vehicles will generally be unregulated and based in onshore jurisdictions such as the United States of America and countries within the European Union or offshore jurisdictions such as the Cayman Islands or the Channel Islands. Such Intermediate Investment Vehicles may or may not be leveraged (i.e. incur indebtedness) to make the proposed investment. Where the Company invests in unregulated intermediate vehicles, such vehicles may not provide a level of investor protection equivalent to collective investment schemes authorised under Irish law and subject to Irish regulations and conditions. The Company s exposure to such vehicles will be limited to the value of the shares or participation held in such vehicles together with any amount left outstanding on such shares or participation. Although the incidental fees payable by the Company to such investment vehicles (such as but not limited to administration fees and depositary fees) are not expected to be substantial, the fees payable reduce the Company s potential profit from such Private Equity Co-Investments. In addition, the AIFM intends to obtain contractual provisions providing the same level of transparency as is typically provided if investing directly into existing Private Equity Co-Investments. However, should the AIFM not be successful in obtaining such contractual provisions, the level of transparency in such underlying investments may suffer FORCE MAJEURE EVENTS The Company may be exposed to losses as a result of one or more force majeure events including, fire, disaster, riot, civil commotion, accident, outbreak of disease, epidemic, fire, flood, storm, rebellion, war, act of terrorism, government or military action or industrial dispute, strike or lock-out, computer error or failure, delay or breakdown in communications or electronic transmission systems, unavailability of market prices or suspension of dealing on relevant stock exchanges or any other cause or circumstance beyond the reasonable control of the Company, AIFM, Investment Advisor or the Administrator. General economic risk Countries in emerging markets are in widely diverse stages of their economic development. Many of the countries in emerging markets can be characterized as having passed the early stages of a free market economy and capital markets in the past thirty years. There is no assurance that further development policies will continue to be implemented and, if implemented, will be successful, that the region will remain receptive to foreign trade and investment, or that the economies will continue to improve. The value of the Company s underlying company investments in the region are likely to be affected by the performance of the local economies, particularly by levels of inflation, interest rates and unemployment, as well as by instability of the local currency, changes in tax regulations and restrictions on foreign investment and currency repatriation. Many of the economies in emerging markets are vulnerable to market downturns and economic slowdowns in their own region and elsewhere in the world. Many of the countries depend to a significant extent on trade relations with the United States and the European Union. Furthermore, the health of the global economy has a significant impact on the economic progress of the economies in emerging markets. While many countries in the region have invested significantly in building up a physical transportation, communication and energy infrastructure, many countries and geographies still lack the quality, density and reliability of public infrastructure as seen in the United States and European Union. Political and social instability A number of countries in emerging markets have undergone a dramatic political and social transformation from a one-party communist state with a centrally-planned economy to a pluralist democracy with a market-oriented economy. The timing, terms and basis for continuing or future political transformation cannot be assured. Given the drastic scale of the political and economic reforms, these countries are more susceptible to unrest arising from economic hardship, discontent with privatization programs, 22

23 social, ethnic and/or religious instability and changes in government leadership, institutions and policies. of the Company to receive the proceeds from the Private Equity Co-Investments. Furthermore, a number of countries in emerging markets are composed of political entities such as republics or regions. Many republics exercise considerable autonomy over their internal affairs pursuant to agreements with federal authorities. Political and social instability arising out of federal/regional tensions could impede business activity in emerging markets. In addition, ethnic, religious, historical and other divisions have, on occasion, given rise to tensions and military conflict. Legal system, government intervention, taxation and rule of law Banks in the emerging markets have historically not developed a sophisticated infrastructure to channel domestic savings and resources from international capital markets to companies in need of finance and do not play a role to companies that is comparable to bank s functions for companies in the European Union or the United States. Currently, many banks are thinly capitalized and highly restricted in their operations. Companies within emerging markets are subject to risks of insolvency of a bank due to undercapitalization, concentrated debtor risk, inexperienced and inefficient management and the effect of inefficiency and fraud on bank transfers. Many of the countries in emerging markets have undertaken or have initiated a substantial program of privatization of state-owned businesses in recent years. Although legislation has been implemented to protect private property owners from expropriation and nationalization, there is no assurance that such legislation could not at some point in the future be amended or that all of the rights and interests of owners and creditors of such expropriated and nationalized property would be protected. Many countries in emerging markets are in the process of building up a legal system to promote and strengthen a stable market economy. The laws and regulations governing securities, corporations, taxation, foreign investment, trade and bankruptcy, title to property and securities and transfer of title are relatively new, untested and subject to change and are often characterized by ambiguities and inconsistencies. Tax laws and practices in emerging markets are generally at an initial stage of development and are not as clearly established as in developed markets. The taxation system in many countries is subject to varying interpretations, frequent changes and inconsistent enforcement at the federal, regional and local levels. Organized crime and corruption, including extortion and fraud, may pose a risk to businesses. Property and employees of underlying investments may become targets of theft, violence and/or extortion. Currency, exchange, repatriation and inflation risks There can be no assurance that all profits realized from Investments in emerging markets will be capable of being repatriated. Current policies generally allow the repatriation of contributions to equity capital and revenues and dividends deriving therefrom, the repatriation of revenues from the sale of securities and dividends thereon, and credits and revenues used to repay credits. There can be no assurance in the future, however, that policies in emerging markets will not negatively affect the ability Accounting practices and reporting standards Accounting standards in emerging markets do generally not meet International Financial Reporting Standards in some respects, and national accounting, auditing and reporting standards are not yet fully in place. Therefore, financial information presented by companies in their financial statements may not reflect the financial position or results of operations in the way they would be reflected if the financial statements had been prepared in accordance with generally accepted international accounting principles. Registration, settlement, clearing and custody risks The settlement, clearing and registration of securities transactions in a number of countries in emerging markets are subject to significant risks not present in the more developed markets of the United States and European Union. In general, the registration of company shares is not subject to developed or enforced standardized procedures or a centralized registration system. It is possible that through fraud, negligence or oversight, Investments exposed to emerging markets could lose registration of shares in which they have invested. Environmental risks The historical lack of pollution control and environmental conservation standards during the premarket economic period means that significant environmental clean-up costs may, at some point, be incurred not only by state and local governments but also by private enterprises in many of the emerging markets. The extent of these environmental clean-up costs to be borne by any company is unlikely to be determinable at the time that the Company s Private Equity Co-Investments are considering an investment in a company in that region. 23

24 2.17 AIFM VALUATION RISK The AIFM determines the most appropriate valuation of certain investments and at all times valuations will be carried out in line with the valuation policy of the AIFM. The AIFM has in place pricing procedures which follows industry standard procedures for valuing unlisted investments and whilst there may be a conflict of interest between the involvement of the AIFM in determining the valuation price of the Company s investments and the other duties or responsibilities of the AIFM in relation to the Company (particularly as the AIFM s fees may increase as the value of assets increase), the AIFM will at all times retain full discretion in determining the valuation of assets. The AIFM has put in place safeguards for the functionally independent performance at team level of the valuation task as required by AIFMD. Such safeguards include measures to prevent or restrain any person from exercising inappropriate influence over the way in which a person carries out valuation activities REGULATORY DEVELOPMENTS RISKS Legal, tax, and regulatory changes are likely to occur during the life of the Company and some of these changes may adversely affect the Company, perhaps materially. The financial services industry generally, and the activities of collective investment schemes and their managers, in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Company s exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on the Company, including, without limitation, responding to investigations and implementing new policies and procedures. All such additional burdens may take up an increasing amount of Company s time, attention and resources. AIFMD imposes new requirements in relation to funds managed or established in the European Union and in certain circumstances to other funds which are marketed in the European Union. There may be certain benefits for the Company resulting from compliance with AIFMD. In particular, a strong investor market may develop for AIFMD compliant products, and the Company may benefit from the use of the pan-european marketing passport available under AIFMD. However, the consequences for the Company are likely to include additional costs, more burdensome operational requirements and some restrictions on certain transactions involving portfolio companies. Such requirements and restrictions may put the Company at a disadvantage in sourcing investments compared to other prospective buyers whose ownership would not subject investee companies to such requirements. United States. The impact of this is currently unclear, but it is possible that this will result in increased regulatory burdens on the Company and increased expenses may be borne by the Company COMPLIANCE WITH U.S. REPORTING AND WITHHOLDING REQUIREMENTS The United States and Ireland have entered into an intergovernmental agreement to implement FATCA (the "IGA"). Under the IGA, an entity classified as a Foreign Financial Institution (an FFI ) that is treated as resident in Ireland is expected to provide the Irish tax authorities with certain information on Shareholders. The IGA provides for the automatic reporting and exchange of information in relation to accounts held in Irish financial institutions by U.S. persons and the reciprocal exchange of information regarding U.S. financial accounts held by Irish residents. The Company expects to be treated as an FFI and provided it complies with the requirements of the IGA and the Irish legislation, it should not be subject to FATCA withholding on any payments it receives and may not be subject to withholding on payments which it makes. Although the Company will attempt to satisfy any obligations imposed on it to avoid the imposition of the FATCA withholding tax, no assurance can be given that the Company will be able to satisfy these obligations. If the Company becomes subject to a withholding tax as a result of the FATCA regime, the value of the Shares held by all Shareholders may be materially affected. All Shareholders should consult with their own tax advisors regarding the possible implications of FATCA on an investment in the Company. The above should not be considered to be an exhaustive list of the risks which potential investors should consider before investing in any of the Company. Potential investors should also be aware that an investment in the Company may be exposed to other risks of an exceptional nature from time to time. In addition, as a result of recent changes to US regulations, the AIFM may be required to register as an investment adviser in the 24

25 3 Definitions Accounting Date means the date by reference to which the annual accounts of the Company shall be prepared which shall be 31 December in each calendar year, commencing with 31 December Accounting Period means a period ending on an Accounting Date and commencing (in the case of the first such period) from the date of the first issue of Shares or (in any other case) from the first day following the end of the last Accounting Period. Act means Part XIII of the Companies Acts 1990 of Ireland as amended and updated from time to time. Administration Agreement means the administration agreement dated 3 July 2014 between the Company, the AIFM and the Administrator, as may be amended, supplemented, novated or otherwise modified from time to time in accordance with the requirements of the Central Bank, pursuant to which the latter was appointed as administrator of the Company. Administrator means LGT Fund Managers (Ireland) Limited or any successor administrator appointed by the Company in accordance with the requirements of the Central Bank. AIFMD Regulations means the European Communities (Alternative Investment Fund Managers Directive) Regulations (SI No. 257 of 2013). Alternative Investment Vehicle means such entities which may be established, at any time, by the AIFM, the Investment Adviser or any of their affiliates through which certain Participating Shareholders or applicants may co-invest in the Private Equity Co-Investments to address certain legal, tax, regulatory or other considerations. Articles means the articles of association of the Company, as amended from time to time with the prior approval of the Central Bank. Assets means the assets of the Company. Auditor means the auditors for the time being of the Company being persons qualified for appointment as auditors of an AIF as set out in Appendix VII. Business Day means any day (excluding Saturday and Sunday) on which banks are open for business in Dublin and Zurich. Advisers Act means the United States Investment Advisers Act of 1940, as amended. affiliate or affiliated means any person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such subject person or entity. AIF means an alternative investment fund as defined in the AIFMD Regulations. Buyout means equity, equity-like or debt investments upon which businesses, business units or companies are acquired, in whole or in part, from current owners (including, inter alia, management buyouts (MBO), management buy-ins (MBI), leveraged buyouts (LBO) or combinations thereof). Such companies may be in operational or financial distress (special situations), seeking capital to expand or restructure operations, enter new markets or finance a significant acquisition (expansion/growth capital), seeking mezzanine capital or privately negotiated investments in public equity (PIPE) transactions. AIF Rulebook means the Central Bank s rulebook in relation to AIFs as may be amended, consolidated or substituted from time to time. AIFM means the alternative investment fund manager, within the meaning as defined in Regulation 5(1) of the AIFMD Regulations, being LGT Capital Partners (Ireland) Limited (or any successor alternative investment fund manager appointed by the Company in accordance with the requirements of the Central Bank. AIFMD means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers as supplemented by the European Commission's delegated regulations of 19 December, CAO means the Company Announcements Office of the Irish Stock Exchange. Central Bank means the Central Bank of Ireland or any successor regulatory authority with responsibility for the authorisation of the Company. Class means a class of Participating Shares in the Company as more fully described in section 6.3 hereof. Closed End Period means such period as defined in section 4.3 hereof. Closing Date means any such date or dates as may be determined by the Directors and notified to the Central Bank upon 25

26 which new or additional Subscriptions may be accepted by the Company. terms and conditions set out in the Depositary Agreement and to provide safekeeping and fiduciary services to the Company. Company means Crown Co-investment Opportunities plc. Contributed Capital means the aggregate amount of capital excluding the Interest Charge, if any, which a Participating Shareholder has paid into the Company. Conversion Notice means the notice a Participating Shareholder shall give to the Company when exercising its right of conversion, as specified in section 12.3(a) and the Articles, in such form and by such time and means as the Directors may from time to time determine. Dealing Day means every Business Day between the Initial Closing Date and Final Closing Date and every last Business Day of each month thereafter. Defaulting Shareholder means a Participating Shareholder who has been served notice of default upon failure to meet a Subscription Call on the due date thereof in accordance with section 6.7 hereof. Denominated Currency means the denominated currency (i.e. the base currency) of the Company as specified in section 4.4 hereof. Departure means the circumstances when a Key Person ceases to be employed by or to provide services to the AIFM, Investment Advisor or any of their affiliates or subsidiaries or ceases to devote such time and effort to the Company as is reasonably necessary to appropriately attend to the affairs thereof. Depositary means BNP Paribas Securities Services, Dublin Branch or any successor depositary appointed by the Company and approved by the Central Bank to act as depositary of all the assets of the Company save for cash deposited with it as principal, which shall constitute a debt due by the Depositary, with the result that it shall be held as a banker on and subject to the terms and conditions set out in the Depositary Agreement and to provide safekeeping and fiduciary services to the Company. Depositary Agreement means the depositary agreement dated 3 July 2014 between the Company, the AIFM and Credit Suisse International Dublin Branch, as novated to the Depositary by Deed of Novation effective 1 June 2015, as may be amended, supplemented, novated or otherwise modified from time to time in accordance with the requirements of the Central Bank, pursuant to which the latter was appointed as depositary of all the assets of the Company save for cash deposited with it as principal, which shall constitute a debt due by the Depositary, with the result that it shall be held as a banker on and subject to the Director means a director of the Company for the time being, or as the case may be, the directors assembled as a board, committee or sub-committee of the board. Distributor means LGT Capital Partners (Ireland) Limited or any successor appointed by the Company. Distribution Agreement means the distribution agreement dated 3 July 2014 between the Company and the Distributor, as may be amended, supplemented, novated or otherwise modified from time to time, pursuant to which the latter was appointed as distributor of the Company. Duties and Charges mean all stamp and other duties, taxes, governmental charges, evaluation fees, management fees, agent fees, brokerage fees, bank charges, transfer fees, registration fees, and other charges whether in respect of the constitution, winding-up, termination or increase of the assets of the Company or the issue, exchange, sale, purchase or transfer of Shares or the purchase, proposed purchase, transfer, sale or exchange of Investments or in respect of the share certificates, share warrants or otherwise which may have become or will become payable in respect of or prior to or upon the occasion of any transaction, dealing or valuation but does not mean commission payable to agents or brokers on the issue of Participating Shares. ERISA means the United States Employee Retirement Income Security Act of 1974, as amended. ERISA Plan means an employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA and plans subject to Section 4975 of the United States Internal Revenue Code of 1986, as amended. EUR or Euro means the euro, the official currency for the time being of those participating member states of the European Union which have adopted the single currency in accordance with the Treaty on European Union signed in Maastricht on 7 February Europe means the member states of the European Union as well as Norway, Iceland, Switzerland and Liechtenstein. EVCA means the European Private Equity and Venture Capital Association (or any successor organisation). Exempt Irish Investor means: a pension scheme which is an exempt approved scheme within the meaning of Section 774 of the Taxes Act or a retirement annuity contract or a trust scheme to which Section 784 or 785 of the Taxes Act applies; 26

27 a company carrying on life business within the meaning of Section 706 of the Taxes Act; an investment undertaking within the meaning of Section 739B (1) of the Taxes Act; an investment limited partnership within the meaning of section 739J of the Taxes Act; A qualifying fund manager within the meaning of section 784A of the Taxes Act or a qualifying savings manager within the meaning of section 848B of the Taxes Act in respect of Shares which are assets of a special saving incentive account within the meaning of section 848C Taxes Act;; a special investment scheme within the meaning of Section 737 of the Taxes Act; a charity being a person referred to in Section 739D (6) (f) (i) of the Taxes Act; a unit trust to which Section 731(5) (a) of the Taxes Act applies; a person who is entitled to exemption from income tax and capital gains tax by virtue of Section 784A(2) of the Taxes Act where the Shares held are assets of an approved retirement fund or an approved minimum retirement fund; a specified company within the meaning of section 734(1) of the Taxes Act; a qualifying management company within the meaning of Section 739B(1) of the Taxes Act; a personal retirement savings account ( PRSA ) (as defined in section 787A of the Taxes Act) administrator acting on behalf of a person who is entitled to exemption from income tax and capital gains tax by virtue of Section 787I of the Taxes Act and the Shares are assets of a PRSA; a credit union within the meaning of Section 2 of the Credit Union Act, 1997; the Courts Service; the National Pensions Reserve Fund Commission; the National Asset Management Agency; a company which is within the charge to corporation tax in accordance with Section 110(2) of the Taxes Act in respect of payments made to it by the Company; or an Irish resident company within the charge of corporation tax; Any other person as may be approved by the Directors from time to time provided the holding of Shares by such person does not result in a potential liability to tax arising to the Company in respect of that Shareholder under Part 27, Chapter 1A of the Taxes Act and where necessary the Company is in possession of the Relevant Declaration in respect of that Shareholder. b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any Government Authority or taxation authority in any other jurisdiction. Final Closing Date means the final date, as set out in section 6.2.1, on which Subscriptions from applicants may be accepted by the Company. Financial Instrument means a collection of techniques and financial instruments for, among others, hedging purposes or to protect against exchange risks, as specified in more detail in section Follow-On Investment means Investments after the termination of the Investment Period in existing Private Equity Co-Investments or any investments which are directly associated with or otherwise connected to any such existing Private Equity Co-Investments. Gross Assets means the total value of all Investments and assets held by the Company before deducting any liabilities, including borrowings. For avoidance of doubt, Gross Assets shall include all Unfunded Subscriptions. Initial Closing Date means the initial date, as stipulated in section hereof or determined otherwise by the Directors, upon which the first Subscriptions may be accepted by the Company. Initial Subscription Price means the subscription price per Participating Share, as set out in section 6.4 hereof, at which the Participating Shares shall be issued to the Participating Shareholders prior to and on the Final Closing Date. Interest Charge means, for each Participating Shareholder whose Subscription is accepted at a later Closing Date than the Initial Closing Date, an amount of LIBOR plus 2% per annum on the amount of those Subscription Calls that such Participating Shareholder pays upon the relevant Closing Date in order to catch-up with the Subscription Calls which have been issued to Participating Shareholders prior to such Closing Date. FATCA means a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations or other official guidance; Intermediary means a person who: carries on a business which consists of, or includes, the receipt of payments from an investment undertaking on behalf of other persons; or 27

28 holds shares in an investment undertaking on behalf of other persons. Intermediate Investment Vehicle means such vehicles or other contractual arrangements (that are not wholly owned by the Company) through which the Company may make Investments to address legal, tax or regulatory concerns potentially associated therewith or to facilitate the efficient execution thereof. Investment means any of the investments, assets, cash or cash equivalent of the Company which may be acquired, held and sold by the Company as more particularly stipulated in this Prospectus, including but not limited to all Private Equity Co-Investments, Short-Term Investments and Financial Instruments. Investment Advisor means LGT Capital Partners Ltd and/or any successor investment advisor appointed by the AIFM. Investment Advisory Agreement means the investment advisory agreement dated 3 July 2014 between the AIFM and the Investment Advisor as may be amended, supplemented, novated or otherwise modified from time to time pursuant to which the latter provides non-discretionary investment advice on the management of the Investments in respect of the Company. Investment Company Act means the United States Investment Company Act of 1940, as amended. An individual will be regarded as being resident in Ireland for a tax year if he/she is present in Ireland: (1) for a period of at least 183 days in that tax year; or (2) for a period of at least 280 days in any two consecutive tax years, provided that the individual is resident in Ireland for at least 31 days in each period. In determining days present in Ireland, an individual is deemed to be present if he/she is in Ireland at any time during the day. A trust will generally be Irish resident where the trustee is resident in Ireland or a majority of the trustees (if more than one) are resident in Ireland. A company which has its central management and control in Ireland is resident in Ireland irrespective of where it is incorporated. A company which does not have its central management and control in Ireland but which is incorporated in Ireland is resident in Ireland except where: the company or a related company carries on a trade in Ireland, and either the company is ultimately controlled by persons resident in EU member states or in countries with which Ireland has a double taxation treaty, or the company or a related company are quoted companies on a recognized stock exchange in the EU or in a treaty country under a double taxation treaty between Ireland and that country; or the company is regarded as not resident in Ireland under a double taxation treaty between Ireland and another country. Investment Objectives means the investment objectives governing the Company as set out in this Prospectus. Investment Period means the period as set out in section during which the Company may acquire assume or increase commitments to Private Equity Co-Investments. It should be noted that the determination of a company s residence for tax purposes can be complex in certain cases and potential investors are referred to the specific legislative provisions that are contained in Section 23A of the Taxes Act. Key Person means the individuals referred to in section Investment Policies means the investment policies governing the Company as set out in this Prospectus. LGT Group means LGT Group Foundation or any of its direct or indirect subsidiaries. Investment Restriction means the investment restrictions applicable to the Company as set out in this Prospectus. Ireland means the Republic of Ireland. LIBOR means the three months rate of the official London Interbank Offered Rate (or any such substitute as determined by the Directors) over rolling quarterly periods, unless specified otherwise in the Prospectus or the Articles. Irish Paying Agent means LGT Bank (Ireland) Limited or any successor Irish paying agent appointed by the Company. Irish Resident means in the case of an individual, means an individual who is resident in Ireland for tax purposes; in the case of a trust, means a trust that is resident in Ireland for tax purposes; in the case of a company, means a company that is resident in Ireland for tax purposes. Management Agreement means the alternative investment fund management agreement dated 3 July 2014 as may be amended, supplemented, novated or otherwise modified from time to time in accordance with the requirements of the Central Bank between the Company and AIFM pursuant to which the latter was appointed to act as AIFM to the Company. Management Fee means the management fee payable to the AIFM as stipulated in this Prospectus. 28

29 Management Share means a management share in the capital of the Company. Management Shareholder means a person who is registered as the holder of Management Shares in the Register for the time being kept by or on behalf of the Company. Memorandum means the Memorandum of Association of the Company, as amended from time to time with the prior approval of the Central Bank. Memorandum and Articles of Association means the memorandum and Articles of the Company, as amended from time to time with the prior approval of the Central Bank. MiFID Regulations means S.I. No 60 of 2007 European Communities (Markets in Financial Instruments) Regulations 2007 as amended and any regulations or conditions made there under by the Central Bank. Minimum Subscription means a Subscription for Participating Shares in the Company the value of which is not less than EUR 100,000 (or such other amount as defined in Chapter 2 of the AIF Rulebook from time to time) or its equivalent amount in any other currency or any such higher amount as determined by Directors in their sole discretion). Net Asset Value means the net asset value of the Company as calculated in accordance with section 9.1. Net Asset Value per Class means such portion of the Net Asset Value of the Company that is attributable to each Class. An individual will be regarded as ordinarily resident for a particular tax year if he/she has been Irish Resident for the three previous consecutive tax years (i.e. he/she becomes ordinarily resident with effect from the commencement of the fourth tax year). An individual will remain ordinarily resident in Ireland until he/she has been non-irish Resident for three consecutive tax years. Thus, an individual who is resident and ordinarily resident in Ireland in the tax year 1 January 2012 to 31 December 2012 and departs from Ireland in that tax year will remain ordinarily resident up to the end of the tax year 1 January 2015 to 31 December The concept of a trust s ordinary residence is somewhat obscure and linked to its tax residence. Ordinary Resolution means a resolution passed by the Participating Shareholders of the Company and/or the holders of Management Shares passed by more than 50% of Shares voted on a poll or in writing in accordance with the Articles. Participating Share means a participating share of no par value representing an interest in the capital of the Company. Participating Shareholder means a person who is registered as the holder of Participating Shares in the Register for the time being kept by or on behalf of the Company. Parties means, collectively, each of the Directors, the AIFM, the Investment Advisor, the Administrator, the Distributor, the Depositary, the Irish Paying Agent and their respective affiliates, officers, directors and shareholders, employees and agents. Net Asset Value per Share means the Net Asset Value per Share of the Company, as calculated in accordance with section 9.1 hereof. Net Contributed Capital means the Contributed Capital less any distributions by the Company to its Participating Shareholders. Paying Agency Agreement means the agreement dated 21 August 2014 between the Company and the Irish Paying Agent, as may be amended from time to time in accordance with the requirements of the Central Bank. Performance Fee means the performance fee payable to the AIFM as stipulated in this Prospectus. North America means Canada and the United States of America. Prospectus means this prospectus of the Company issued on the date hereof as amended or supplemented or substituted from time to time. Ordinarily Resident in Ireland means: in the case of an individual, means an individual who is ordinarily resident in Ireland for tax purposes in the case of a trust, means a trust that is ordinarily resident in Ireland for tax purposes. Plan Assets Regulation means the regulation concerning the definition of plan assets under ERISA adopted by the United States Department of Labor and codified in 29 C.F.R , as modified or deemed to be modified by ERISA. Professional Client means: (i) an investor who is a professional client within the meaning of Annex II of Directive 2004/39/EC (Markets in Financial Instruments Directive). Private Equity means privately negotiated equity, equity-like or debt investments in companies or other assets normally not quoted on a Recognised Exchange, including Buyout, growth 29

30 capital, mezzanine, special situation, real estate, infrastructure, intellectual property, royalties, debt instruments or other related transactions, in addition to the occasional financing of companies that are traded on a Recognised Exchange. Private Equity Co-Investment means an equity, equity-like or debt Private Equity investment, directly or indirectly, into operating companies, alongside a financial sponsor (such as but not limited to Private Equity managers, Private Equity funds or other sponsors). Prospectus means this prospectus of the Company issued on the date hereof as amended or supplemented or substituted from time to time. Prospectus Directive means the Directive 2003/71/EC of the European Parliament and of the Council of 4 November Prospectus Regulation means the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. 324 of 2005). Qualifying Investor means any such investors set out in Chapter 2 of the AIF Rulebook currently including: (i) an investor who is a Professional Client; or (ii) an investor who receives an appraisal from a credit institution in the European Union, a MiFID firm or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the Company; or (iii) an investor who certifies to be an informed investor by providing the following: a. confirmation (in writing) that the investor has such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment; or b. confirmation (in writing) that the investor s business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the Company. Pursuant to the AIF Rulebook, the Directors, the AIFM or the Investment Advisor, directors of the AIFM or the Investment Advisor, employees of the AIFM or the Investment Advisor who are directly involved in the investment activities of the Company or senior employees of the AIFM, the Investment Advisor who have experience in the provision of investment management services need not satisfy the Minimum Subscription or the Qualifying Investor criteria, provided that such employees and directors certify to the Company, in writing, that they are availing of the exemption referred to in this paragraph and that they are aware that the Company is normally marketed solely to Qualifying Investors who: (a) meet a high minimum net worth test; and (b) are subject to the Minimum Subscription and the Company is satisfied that such employees meet the criteria outlined. All investors must certify in writing to the Company that they meet the minimum criteria set out above, and that they are aware of the risk involved in the proposed investment, and of the fact that inherent in such investments is the potential to lose all of the sum invested. Qualifying Investor AIF means a qualifying investor alternative investment fund, authorised by the Central Bank pursuant to Chapter 2 of the AIF Rulebook and the AIFMD Regulations. Qualified Resolution means a resolution passed in respect of the Company by the Participating Shareholders of the Company and/or the holders of Management Shares passed by not less than 70% of Shares voted on a poll in accordance with the Articles provided that at any such vote, no Participating Shareholder which is or is, directly or indirectly, controlled by a member of the LGT Group ( Controlled Shareholders ) may alone or in aggregate with other Controlled Shareholders, vote for more than 10% of the issued share capital in respect of the Company. For the purposes of a Qualified Resolution, all Controlled Shareholders shall together count as one Participating Shareholder. Recognised Clearing System means Bank One NA, Depositary and Clearing Centre, Clearstream Banking AG, Clearstream Banking SA, CREST, Depositary Trust Company of New York, Euroclear, National Securities Clearing System, Sicovam SA, SIS Sega Intersettle AG or any other system for clearing units which is designated for the purposes of Chapter 1A in Part 27 of the Taxes Act, by the Irish Revenue Commissioners as a recognised clearing system. Recognised Exchange means any regulated market or exchange (which is an exchange within the meaning of the law of the country concerned relating to exchanges) in the European Union, the Organisation for Economic Co-operation and Development, Hong Kong, Singapore, and South Africa, NASDAQ, EASDAQ, the market in US government securities which is conducted by primary dealers and secondary dealers which are regulated by the SEC and by the National Association of Securities Dealers and the over-the-counter market in Tokyo regulated by the Securities Dealers Association of Japan and any other regulated exchange or market agreed by the Irish Stock Exchange from time to time. Register means the register of the Company in which the names of the Shareholders are listed. 30

31 Re-Investment means the re-allocation of proceeds received by the Company from the realisation of Private Equity Co-Investments or the underlying investments thereof to existing or new Private Equity Co-Investments subject to the restrictions set out in section hereof. Relevant Declaration means the declaration relevant to the Participating Shareholder as set out in Schedule 2B of the Taxes Act. Relevant Period means a period of eight years beginning with the acquisition of a Share by a Shareholder and each subsequent period of eight years beginning immediately after the preceding relevant period. Remaining Cost Base means in relation to each Investment, the aggregate amount of capital paid in by the Company (incl. any capital paid in for any management fees, performance fees or other expenses of the Investment) less any return of capital (excl. capital gains, dividends and interest income) received by the Company. Repurchase Price means the price at which Participating Shares may be repurchased which shall be equal to the latest available Net Asset Value per Share on the relevant Dealing Day less such sum as the AIFM or its delegate may consider represents the appropriate allowance for Duties and Charges rounded to the nearest two decimal places, which is available to Shareholders upon request. Revenue Commissioners means the Irish Revenue Commissioners. SEC means the Securities and Exchange Commission of the United States. Special Resolution means a resolution passed in respect of the Company by the Participating Shareholders of the Company and/or the holders of Management Shares passed by not less than 75% of Shares voted on a poll or in writing in accordance with the Articles. Subscribed Capital means in relation to each Participating Shareholder the aggregate amount of capital agreed to be paid by such Shareholder in accordance with its Subscription Agreement, and in relation to the Company, the aggregate amount of capital agreed to be paid by all the Participating Shareholders in accordance with their respective Subscription Agreements. Subscription means a Participating Shareholder s commitment to subscribe for Participating Shares of the Company pursuant to the Subscription Agreement, regardless of whether or not previously drawn down by the Company. Subscription Agreement means the agreement pursuant to the provisions of which an applicant agrees to purchase Shares in and become a Shareholder of the Company. Subscription Call means a notice from the Company requesting a Participating Shareholder to purchase additional Participating Shares issued by the Company. Subscription Price means the price at which Participating Shares may be issued after the Initial Closing Date which is available to Shareholders upon request which shall be equal to the latest Net Asset Value per Share available on the day on which the relevant Subscription Call is issued plus such sum as the AIFM or its delegate may consider represents the appropriate allowance for Duties and Charges and adjusted upwards to the nearest cent or lowest denomination used in another currency. Secretary means any person, firm or corporation appointed by the Directors to perform any of the duties of the secretary of the Company. Securities Act means the United States Securities Act of 1933, as amended. Shareholder means a person who is registered as the holder of Shares in the Register for the time being kept by or on behalf of the Company. Taxes Act means the Taxes Consolidation Act, 1997 (of Ireland) as amended. Unfunded Subscription means in relation to each Participating Shareholder such amount of the Subscribed Capital of such Participating Shareholder which has not been drawn-down by the Company by means of Subscription Calls for purposes other than Interest Charges. United States means the United States of America Shares mean both Management Shares and Participating Shares in the capital of the Company. USD or U.S. Dollar means the lawful currency of the United States. Short-Term Investments means short-term Investments for cash management purposes as described in more detail in section U.S. Person shall have the meaning prescribed in Rule 902(k) under the Securities Act and thus shall include, (i) any natural person resident in the United States; (ii) any partnership or 31

32 corporation organised or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if: (A) organised or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts. Venture Capital means financial investments in early-stage, seed and start-up companies. In this Prospectus, unless otherwise specified, all references to a time of day are to Greenwich Mean Time (GMT) and, where the context so requires, all references to the masculine gender include the feminine gender and vice versa. Any reference to any provision of any legislation, notice, regulatory requirement, code of conduct, Prospectus, Memorandum and Articles of Association or any agreement shall include any modification, re-enactment, consolidation, substitution or extension thereof. Any reference to any provision of any legislation unless the context clearly indicates to the contrary shall be a reference to legislation of Ireland. 32

33 4 The Company 4.1 ESTABLISHMENT AND DURATION The Company was incorporated on 18 October 2013 under the laws of Ireland as a public limited company with variable capital pursuant to the Act. The share capital of the Company is at all times equal to its total Net Asset Value. The Company operates as a closed-ended fund with a finite Closed-End Period. 4.2 STRUCTURE The Company is a collective investment vehicle and is authorised by the Central Bank as a designated investment company. Upon its establishment, the Company may issue Class A Shares, Class B Shares, Class E Shares (Euro denominated), Class F Shares (Euro denominated), Class L Shares (Listed) and Class O Shares and may issue, at any time, additional Classes in accordance with the requirements of the Central Bank. A separate portfolio of assets will not be maintained for each Class unless otherwise provided for in this Prospectus. At the discretion of the Directors, the Company may only differentiate between different Classes with respect to, inter alia, the fees, dividend policy, currency of denomination, voting rights, information rights, hedging strategies, return of capital, use of techniques and instruments for efficient portfolio management, protection against exchange risks, preferred, deferred or other special rights or restrictions applicable to each such Class. The Net Asset Value per Share may significantly differ among those Classes to reflect such matters as differing charges for fees and expenses, dividend policies, denominated currencies, hedging and borrowing strategies. Further information in relation to fees applicable to further Classes which may be established by the Company will be made available to Shareholders and potential investors upon request. The capital gains / losses and income arising from the Company shall be distributed and / or shall accrue equally to each Shareholder relative to their participation in the relevant Class. The Management Shares shall only be issued at par value and shall not participate in the dividends or assets attributable to Participating Shares of the Company. Upon the expiry of the Closed End Period, one of the following options will be exercised by the Directors: a. The Directors will initiate the wind-up of the Company and apply to the Central Bank for revocation of the Company's approval; or b. The Company will repurchase all outstanding Participating Shares at the Repurchase Price and the Directors will apply to the Central Bank for revocation of the Company's approval; or c. The Closed End Period of the Company will be extended by up to three additional periods of one year. Any such optional one year extension shall be at the discretion of the Directors with the prior approval of the Participating Shareholders by way of a Special Resolution passed during the last year of the Closed End Period and during each of the extension periods, if applicable. The Directors shall, as soon as possible (a) following the defeat of such resolution or (b) on or prior to the expiry of the extended Closed End Period, taking into account the best interests of the respective Participating Shareholders, initiate the liquidation of the Company's portfolio of Investments and shall return the net proceeds thereof, as and when such proceeds become available, to the Participating Shareholders pursuant to section 6.5 and the Company shall then be wound-up and the Directors shall apply to the Central Bank for revocation of the Company s approval. 4.4 CURRENCY The Denominated Currency of the Company shall be the U.S. Dollar which shall also be the denominated currency for all Share Classes other than Class E Shares and Class F Shares for which the denominated currency shall be the Euro. The Class E Shares (Euro denominated) and Class F Shares (Euro denominated) shall not be hedged against the Denominated Currency and the currency conversion to and from the Denominated Currency shall take place for each Subscription Call and distribution at the prevailing exchange rate as of the value date thereof. As a result, the Net Asset Value per Class in respect of Class E Shares (Euro denominated) and Class F Shares (Euro denominated) will be subject to exchange rate risk in relation to the Denominated Currency. 4.3 CLOSED END PERIOD Unless extended in accordance herewith, the Closed End Period shall commence upon the Initial Closing Date and terminate upon the earlier of (i) the date that is ten years from the Initial Closing Date and (ii) such date, as separately determined by the Directors, that is within six months after the termination, sale or other disposal of the last Investment. 33

34 5 Investment objectives and policies 5.1 INVESTMENT OBJECTIVES The Investment Objective of the Company is to provide Participating Shareholders with an attractive long-term capital appreciation from a globally diversified portfolio of Private Equity Co-Investments. 5.2 INVESTMENT POLICIES The Company shall predominantly invest in Private Equity Co-Investments in the small and mid-market Buyout segment which are located or have predominant business operations in Europe or North America INVESTMENT RESTRICTIONS The Directors have resolved and agreed with the AIFM on the following Investment Restrictions: Unless otherwise approved by the Shareholders by way of a Special Resolution, the Company shall not invest or commit: a. more than 100% of the Subscribed Capital in Private Equity Co-Investments; b. more than 40% of the Subscribed Capital in Private Equity Co-Investments in any rolling 12-month period; c. more than 30% of the Subscribed Capital in Private Equity Co-Investments which are controlled by any single Private Equity manager or sponsor; d. more than 20% of the Subscribed Capital in Private Equity Co-Investments which are located or have predominant business operations outside of Europe and North America, e. more than 20% of the Subscribed Capital in any single Private Equity Co-Investment (incl. bridge financing); f. more than 10% of the Subscribed Capital in any single Private Equity Co-Investment (excl. bridge financing); g. more than 10% of the Subscribed Capital in Private Equity Co-Investments representing Venture Capital transactions; and h. more than 10% of the Subscribed Capital in Private Equity Co-Investments which are listed at the time of the investment. Additionally, the Directors have agreed with the AIFM that: i. to the extent a Private Equity Co-Investment is made through an Intermediate Investment Vehicle, the Investment Restrictions shall apply on the level of the underlying investments of such Intermediate Investment Vehicle subject to the Company s pro rata ownership thereof; and j. Investments which are substantially exposed to arms-related activities, violations of human rights, irresponsible treatment of the natural environment or other non-ethical conduct of business may be excluded. Given the Company s Private Equity focus and to the extent permitted by the Central Bank, the Investment Restrictions (except section (i) and(j) shall apply as of the later of the date of the relevant Investment and the Final Closing Date, provided that at no time the Company shall commit more than half of the Subscribed Capital in any single Investment. If the Investment Restrictions set out in section 5.2.1(a-h) are exceeded at any time for reasons beyond the control of the Company or as a result of the exercise of subscription rights, the AIFM will adopt as a priority objective the remedying of that situation, taking due account of the interests of its Participating Shareholders. Changes in the Company's holding of any Investment are not necessarily deemed to be in the interest of Participating Shareholders merely because, owing to appreciations or depreciations in value of the whole or any part of the Company's holding of such or any other Investments and/or variations in exchange rates or by reason of the receipt of, or subscription for, any rights, bonuses or benefits in the nature of capital or of any acquisition, merger, scheme of arrangement for amalgamation, reconstruction, conversion, exchange, repayment or redemption, any of the restrictions would thereby be breached, but the Investment Restrictions shall duly be taken into account when considering changes or additions to the Company's holding of such Investments. For the purposes of the Investment Restrictions the amount committed to a Private Equity Co-Investment acquired by way of a secondary transaction (i.e. Private Equity Co-Investments acquired from an existing investor thereof) shall be deemed to be equal to the purchase price paid by the Company and the remaining Unfunded Subscriptions (if any) reasonably reserved by the AIFM for such Private Equity Investments. To the extent any proceeds from Private Equity Co-Investments are available for Re-Investment their initial deployment shall be disregarded for the purposes of the Investment Restrictions. Participating Shareholders will be informed about the actions that the AIFM will take in the event of a breach of the Investment Restrictions via the reports distributed to the Participating Shareholders INVESTMENT PRINCIPLES 34

35 In addition to the Investment Objectives, the Investment Policies and the Investment Restrictions the following investment principles shall be applicable to the Company. The Private Equity Co-Investments will typically be made, directly or indirectly, into operating companies together with a financial sponsor such as Private Equity funds, Private Equity managers or other sponsors. The Company may not act as general partner of any underlying Investment. Private Equity Co-Investments may be acquired on both the primary and the secondary markets (i.e. Private Equity Co-Investments acquired from an existing investor thereof). The AIFM pursues a research driven investment strategy for the Company. Private Equity Co-Investments will typically be structured as interests in limited partnerships, companies or contractual funds which cannot be assigned, transferred, exchanged or delivered without the prior written consent of their general partner, directors, financial sponsor or the Depositary. As the Closed End Period is a material part of the Investment Policies, the exit from such Private Equity Co-Investments is typically anticipated to occur prior to the end of the Closed End Period. Notwithstanding the above, the Company may invest into Private Equity Co-Investments the anticipated termination of which is scheduled to occur after the end of the Closed End Period, on the basis that the AIFM considers such Private Equity Co-Investments to be transferable securities. In this event, the AIFM will, either endeavour to dispose of such Investments prior to the Closed End Period or, with the consent of the Participating Shareholders, distribute such Private Equity Co-Investments in kind to the Participating Shareholders. Such in-kind distributions shall be subject to the approval of the Depositary. While the Company will generally hold Investments up to their termination, there is no restriction on selling or otherwise disposing of any such Investments prior to their maturity and/or termination. Private Equity Co-Investments may or may not be listed, regulated, subject to leverage, of investment grade or located in onshore jurisdictions although the Company generally intends to predominantly invest into limited partnerships, corporate-type vehicles or contractual funds domiciled in jurisdictions such as the United States of America, countries within the European Union, Cayman Islands, Channel Islands or other similar jurisdictions. Private Equity Co-Investments may include a contractual commitment to pay up to a certain maximum amount into the Private Equity Co-Investment as and when drawn upon by way of a capital call issued by the Private Equity Co-Investment to fund its underlying investments, fees and expenses. In return for each such payment made the Private Equity Co-Investment will typically issue to the Company the corresponding equity, equity-like or debt interest in the Private Equity Co-Investment. The Company may also invest in Private Equity Co-Investments through Intermediate Investment Vehicles. Such Intermediate Investment Vehicles will generally be unregulated and based in onshore jurisdictions such as the United States of America and countries with the European Union or offshore jurisdictions such as the Cayman Islands or Channel Islands. Such Intermediate Investment Vehicles and may or may not be leveraged (i.e. incur indebtedness) to make the proposed underlying investment. In accordance with the requirements of the Central Bank, the Company or the AIFM may acquire shares or other securities carrying voting rights in such an amount which would enable the Company or the AIFM to exercise significant influence over the management of a Private Equity Investment or enable it to take legal or management control of the issuer of any of its Investments. The AIFM shall ensure at all times that it exercises voting rights of the Company in accordance with the Investment Objective and Investment Policies of the Company. The AIFM has in place effective strategies for determining when and how voting rights of the Company are to be exercised, to the exclusive benefit of the Company and its Participating Shareholders, in accordance with the requirements of AIFMD. A summary description of the strategies and details of the actions taken on the basis of those strategies is available to the Participating Shareholders upon request Short-Term Investments For cash management purposes, the Company may hold Short-Term Investments, comprising high quality short-dated government securities, money market instruments such as time deposits with banks, bank or money market deposits with a maturity of not more than 180 days, money market funds or equivalent investment vehicles. Notwithstanding anything herein to the contrary, all proceeds from Short-Term Investments may be reinvested, at any time, by the Company Financial Instruments For the purposes of efficient portfolio management the Company may utilise financial Instruments which may include but are not limited to futures, swaps, options, stock lending arrangements, repurchase / reverse repurchase agreements, forward contracts or such other techniques or instruments as the AIFM may consider appropriate, in particular, to reduce fluctuations of the Net Asset Value caused by substantial exposure to either: a. publicly listed companies, e.g. as a result of an initial public offering of shares of an underlying portfolio company; or b. Investments or underlying assets which are not denominated in the Denominated Currency. 35

36 For the avoidance of doubt and subject to section 5.2.6, the Financial Instruments will not be used to create structural leverage over the Company s portfolio. The AIFM currently does not anticipate employing any such hedging techniques but shall have the discretion to employ hedging techniques in accordance with this section should it, in its sole discretion, deem it to be appropriate or necessary to do so. Notwithstanding anything herein to the contrary, all proceeds from Financial Instruments may be reinvested, at any time, by the Company Re-Investments Co-Investments nor increase the commitments to any existing Private Equity Co-Investments unless otherwise approved by the Participating Shareholders by way of a Special Resolution. Notwithstanding the above, the Company shall remain to be entitled (i) to continue honoring all of its commitments and other obligations to all existing Investments, (ii) to complete Investments with respect to which an agreement, commitment, letter of intent or memorandum of understanding has been executed before the end of the Investment Period and (iii) to make Follow-On Investments which, in aggregate, shall not exceed more than 20% of the Subscribed Capital or are being syndicated by the Company. The Company may make Re-Investments provided that only any such costs of a Private Equity Co-Investment may be re-invested which are being returned to the Company, in whole or in part, within twelve months from the date of the initial deployment, provided that the Company shall not re-invest an aggregate amount of more than 20% of the Subscribed Capital throughout the Closed End Period Borrowing and Leverage The Company may borrow capital on a short term basis from third party financial institutions in order to avail of bridge financing for the purposes of facilitating investment and cash flow management with a maturity of typically no more than 12 months provided that prior to the Final Closing Date, any such leverage will typically not exceed the Unfunded Subscriptions and as of the Final Closing Date the Company s borrowing and leverage shall not exceed 10% of the Subscribed Capital unless to the extent necessary to mitigate the effects caused by Defaulting Shareholders as described in section 6.7 in which case the aggregate amount of the Company s borrowing and leverage shall not exceed the Unfunded Subscription of the Defaulting Shareholder. For the purposes of providing margin or collateral in respect of the Company s activities, the Company may mortgage, transfer, charge, pledge or otherwise encumber all of the Company s current and future Investments, accounts and Unfunded Subscriptions and any related right or remedy, such as default and subscription proceeds, in favour of a third party creditor. The use of borrowing and leverage creates special risks and may significantly increase the Company s investment risk. For further details, refer to the section 2.4 of this Prospectus. 5.3 CHANGES IN INVESTMENT OBJECTIVES AND/OR INVESTMENT POLICIES The AIFM is responsible for the formulation of the Investment Objectives and Investment Policies and any subsequent changes thereto in the light of political, economic and/or market conditions. Where the AIFM determines that a subsequent change to the Investment Objectives or Investment Policies is warranted, the directors of the AIFM shall approve such change and also propose the change to the Directors of the Company for their approval. In accordance with the guidelines issued by the Irish Stock Exchange, the principal Investment Objectives and Investment Policies will be adhered to for at least three years from the date of admission of the Participating Shares to the Official List and trading on the Main Securities Market of the Irish Stock Exchange. In accordance with the AIF Rulebook, a subsequent change in the Investment Objectives and/or a material change in Investment Policies will require the approval of the Participating Shareholders by way of a Special Resolution. All other changes in the Investment Policy will require the approval of the Participating Shareholders by way of an Ordinary Resolution. Upon approval of new Investment Objectives and/or Investment Policies by the directors of the AIFM, the Directors of the Company and the Participating Shareholders (where required), an updated Prospectus incorporating the changes to the Investment Objectives and/or Investment Policies shall be filed with the Central Bank for approval. 5.4 INVESTMENT ANALYSIS Investment Period The Investment Period shall continue for up to four years from the Final Closing Date. After the end of the Investment Period the Company shall neither commit to any new Private Equity The investment analysis process is performed by the Investment Advisor and includes the origination of investment opportunities, the performance of the due diligence, the submission of a detailed investment proposal to the AIFM and the ultimate structuring of the Co-Investment. 36

37 The individual steps of the investment analysis process can be described as follows. A Sourcing The Investment Advisor is an active investor in the Private Equity asset class and leverages its network of relationships in the Private Equity community to generate investment opportunities. The Investment Advisor maintains regular contact with targeted Private Equity fund managers as well as specialized intermediaries. B - Screening Potential investment opportunities are screened to perform a preliminary selection and to define the areas of focus for a detailed bottom-up analysis during the subsequent due diligence. C Due diligence In the evaluation of potential Private Equity Co-Investments, the Investment Advisor will conduct a detailed bottom-up analysis of the investment opportunity incl. market, business, investment and co-investment analysis, following a globally standardized process. D Investment proposal Each potential transaction is reviewed by the Investment Advisor s investment committee and discussed, in detail, with the members of the transaction team. Once the potential transaction has been approved with the consensus of the Investment Advisor s investment committee members it is proposed to the AIFM. E structuring The Investment Advisor will seek to structure transactions in line with the Company s Investment Objectives. The Investment Advisor strives to maintain a dynamic approach to structuring transactions in order to meet the individual needs of each Private Equity Co-Investment. Legal and structural due diligence is conducted with the assistance of internal and external counsel, with the Investment Advisor leading the process. 5.5 INVESTMENT DECISIONS The investment decisions will be made by the AIFM. 5.6 MONITORING Subsequent to the above investment decisions, the AIFM, with support of the Investment Advisor, will monitor the Investments by reviewing quarterly reports, attending annual meetings and having regular discussions with the various financial sponsors. 37

38 6 Subscription for Shares, redemption 6.1 ELIGIBLE SHAREHOLDERS, SELLING RESTRICTIONS The Company is authorised to be marketed solely to Qualifying Investors pursuant to Chapter 2 of the AIF Rulebook. Accordingly, Participating Shares may only be purchased by Qualifying Investors. In addition, a U.S. Person must be an accredited investor and meet certain eligibility requirements as set forth in the Subscription Agreement to become a Participating Shareholder of the Company. Each applicant must subscribe an amount equal to or greater than the Minimum Subscription which may be increased at the sole discretion of the Directors. Applicants shall not be registered on the Register if their Subscription constitutes less than the Minimum Subscription or if they have not certified in writing that they are Qualifying Investors and that they are aware of the risk involved in the proposed investment in the Company and of the fact that inherent in such investment is the potential to lose all of the capital invested. Additionally, the Directors may cause applicants not to be recognised as Participating Shareholders or registered as such if such registration, inter alia, would: a. Result in the assets of the Company to become plan assets of any ERISA Plan Shareholder within the meaning of ERISA; b. Result in a violation of the registration requirements of the Securities Act or any similar law or regulation; c. Require the Company to register as an investment company under the Investment Company Act or under any similar law or regulation; d. Require the AIFM or the Investment Advisor to register as an investment adviser under the Advisers Act or under any similar law or regulation to the extent the AIFM and the Investment Advisor are not so registered and to the extent such registration would otherwise not be required; e. Result in a material change in the tax, legal or regulatory status of the Company, its management, its administration, the reasonable business interests of the Company, the AIFM or the Investment Advisor, or a material change of the Net Asset Value; f. Result in a violation of any applicable law or requirements of any country or governmental authority; or g) cause (or which the Company or the Administrator acting on the Company s instructions suspects would cause) the Company to be non-compliant with FATCA. The Company may at any time repurchase, or request the transfer of, Participating Shares held by persons who are excluded from purchasing or holding Participating Shares according to the above or under the Articles as set out in section 12.3 hereof. 6.2 SUBSCRIPTIONS Applications Applicants can apply for a Subscription from the Business Day following the authorisation date of the Company by the Central Bank until the Final Closing Date, by means of the Subscription Agreement which shall specify the respective total amount of the Subscribed Capital of each applicant. The Initial Closing Date shall typically coincide with the execution date of the first Subscription Call as agreed by the Directors and notified in advance to the Central Bank The Initial Closing Date took place on 17 January The Final Closing Date took place on 15 January Further Closing Dates may be determined by the Directors before the Final Closing Date and will be notified to the Central Bank. Subscriptions for each Class should be made in the Denominated Currency of such Class, unless otherwise approved by the Directors. If the Directors have agreed to accept Subscriptions denominated in currencies other than the Denominated Currency, such funds will be converted at the official reference rate of the European Central Bank as of the value date of each Subscription Call to the Denominated Currency or the designated currency of the respective Class. Applicants subscribing at every Closing Date shall be informed of Investments made or intended by or on behalf of the Company since the Initial Closing Date and the status of these Investments at the relevant Closing Date. Applications for Participating Shares may, at the discretion of the Directors, be processed upon receipt by the Administrator of a completed and signed Subscription Agreement received by facsimile provided that the original Subscription Agreement (and supporting documentation relating to anti-money laundering and anti-terrorist financing procedures) is received promptly thereafter by the Administrator Acceptance At the sole discretion of the Directors, Subscription Agreements may be accepted upon each Closing Date and Participating Shares may be issued to all those applicants who have duly satisfied all subscription requirements as specified in this Prospectus, the Articles and the Subscription Agreement. 38

39 The Directors may in their sole discretion refuse to accept any Subscription for Participating Shares or accept any Subscription, in whole or in part, and may, at their sole discretion, define lower and upper limits for overall Subscribed Capital to be accepted. The Directors may also and only upon request from a Participating Shareholder, amend the Subscription of such Participating Shareholder before or on the Final Closing Date, provided that any such change shall not cause the Subscription of that individual Participating Shareholder to be less than the Minimum Subscription. Notwithstanding anything herein to the contrary, Participating Shares cannot be issued unless full details of registration have been completed and all anti-money laundering requirements have been complied with. Measures aimed at the prevention of money laundering and terrorist financing require a detailed verification of the applicant's identity and where applicable the beneficial owner on a risk sensitive basis. A politically exposed person, meaning an individual who is or has, at any time in the preceding twelve months, been entrusted with a prominent public function, and the immediate family member, or persons known to be close associates of such a person, must also be identified. Depending on the circumstances of each application, a detailed verification might not be required where, for example, the applicant is a regulated financial institution in its own right or the application is made through a recognised intermediary, subject to an appropriate written confirmation being provided by the recognised intermediary. These exceptions will only apply if the financial institution or intermediary referred to above is located within a country recognised in Ireland as having equivalent anti-money-laundering and anti-terrorist-financing regulations or satisfies other applicable conditions. The Administrator will notify applicants if proof of identity is required. By way of example an individual may be required to complete the Administrator s standard anti-money-laundering procedures and produce documentation evidencing his/her name and address or name, date of birth and tax residence (e.g. copy of passport and or utility bills). In the case of corporate applicants, such measures may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent), the names, occupations, dates of birth and residence and business address of all directors. The Administrator and the Company each reserve the right to request such information as is necessary to verify the identity of an applicant and where applicable the beneficial owner of an applicant. In particular, the Administrator and the Company each reserve the right to carry out additional procedures in relation to an applicant who is classed as a politically exposed person. Verification of the applicant s identity is required to take place before the establishment of the business relationship or as soon as practicable after initial contact is made with an applicant. For the avoidance of doubt, no payments will be made on non-verified accounts. Where there is little risk of money-laundering and terrorist-financing occurring, verification of the identity of the applicant and its beneficial owner may be completed during the establishment of the business relationship. In any event, evidence of identity is required for all applicants as soon as reasonably practicable after the initial contact. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Company or the Administrator may reject an application in whole or in part. Neither the Company nor the Administrator shall be liable to an applicant for any loss arising as a result of a failure to process an application if the requested information is not duly provided by the applicant. Participating Shares will be issued in registered form and title to Participating Share will be evidenced by written confirmation of entry of the investor s name on the Register. The Administrator shall not issue individual share certificates in respect of Participating Shares. The Register shall be available for inspection at the registered office of the Company during normal business hours but each Participating Shareholder will only be entitled to inspect the entry relating to such Participating Shareholder. The issue of Participating Shares may take place provisionally notwithstanding that cleared funds have not been received by the Company or its authorised agent, so long as proof of the relevant payment (acceptable to the Directors in their sole discretion) has been received by the Company or its authorised agent provided that, if the said funds have not been paid into the assets of the Company within one Business Day, such provisional issue shall be cancelled and the provisions of section 6.7 shall apply. Amendments to the registration details and payment instructions in respect of a Participating Shareholder will only be effected on receipt of original documentation Subscription Agreement The Subscription Agreements set out the specific terms and conditions applicable to an investment in the Participating Shares of the Company by which the Participating Shareholders are bound. Pursuant to the Subscription Agreements, the Participating Shareholders have irrevocably committed to invest a total of the amount in such currency as indicated in the Subscription Agreement by way of subscription for Participating Shares in the share capital of the Company. The Directors of the Company may, at any time from the Initial Closing Date; call upon the 39

40 Participating Shareholders to subscribe for further Participating Shares on the terms and subject to the conditions contained in this Prospectus, the Articles of Association and the Subscription Agreement. The Directors may call upon the Participating Shareholders to subscribe for further Participating Shares by means of a Subscription Call pursuant to which Participating Shareholders must subscribe the specified amount for additional Participating Shares on the Business Day specified in the Subscription Call. The aggregate liability of each Participating Shareholder towards the Company shall be limited to their Subscription plus all distributions in excess of the amount of their Subscription which are recallable pursuant to the Prospectus and Interest Charge, if any. Each Participating Shareholder has agreed, to the fullest extent permitted by applicable law, to indemnify each of the Company, the AIFM, the Investment Advisor, the Administrator, the Depositary and other Participating Shareholders against any losses, claims, damages or liabilities (including reasonable legal and other related expenses) to which any of them may become subject in any capacity in any action, proceeding or investigation arising out of or based upon any false representation or warranty, or breach or failure by the Participating Shareholder to comply with any covenant or agreement made by them pursuant to the Subscription Agreement or in any other document furnished to the Company by them in connection with their Subscription for Participating Shares. Neither the Subscription Agreements nor any provisions thereof may be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought. 6.3 SHARE CLASSES Participating Shares will be offered in the following Classes: Class A, Class B, Class E (Euro denominated), Class F (Euro denominated), Class L Shares (listed) and Class O Shares. In general, and subject to the sole discretion of the Directors, applicants subscribing for USD 30 million or more will typically be issued Class A Shares or upon request Class L Shares (listed) and applicants subscribing for EUR 30 million or more will typically be issued Class E Shares (Euro denominated), applicants subscribing below USD 30 million will typically be issued Class B Shares and applicants subscribing below EUR 30 million will typically be issued Class F Shares (Euro denominated). Applicants with pre-existing fee arrangements with the AIFM or the Investment Advisor may typically be allotted Class O Shares. Applicants with pre-existing commercial arrangements (such as but not limited to managed accounts, separate advisory or intermediary arrangements etc.) with the AIFM or Investment Advisor may be allotted Shares in Classes which do not correspond to their individual Subscription amounts. Except for Class O Shares, all Classes of Shares are subject to Management Fees and Performance Fees as set out in section 8.1 of this Prospectus. Upon application by a Participating Shareholder, the Directors may, in their absolute discretion, determine to convert the Participating Shares held by such Participating Shareholder in any one Class to Participating Shares of any other Class as outlined in more detail in section The ISIN Numbers for each Class are as follows: Class A Shares ISIN: IE00BFG1T821. Class B Shares ISIN: IE00BFG1T938. Class E Shares (Euro denominated) ISIN: IE00BFG1TB56. Class F Shares (Euro denominated) ISIN: IE00BFG1TC63. Class L Shares (listed) - ISIN: IE00BNFWV420 - SEDOL: BNFWV42 Class O Shares ISIN: IE00BFG1TD SUBSCRIPTION CALLS The Company may make Subscription Calls on the terms and subject to the conditions contained in the Subscription Agreement entered into between the Company and the Participating Shareholder and in such amounts and tranches as the Directors or their delegates may deem necessary. Subscription Calls shall generally be issued to Participating Shareholders pro rata to their Subscribed Capital and be due for settlement on the next Dealing Day as specified in the Subscription Call notice. Subscription Calls shall be issued no less than ten Business Days prior to the due date thereof and shall be duly met by wiring cleared funds to the Company s account set out in the Subscription Call. Participating Shares will be issued in registered form and Participating Shareholders shall receive written confirmation of ownership in respect of their Participating Shares by means of capital account statements that will be issued on a monthly basis. Participating Shareholders must subscribe the amount specified on each Subscription Call issued by the Company provided that the total liability of Shareholders shall be limited to the amounts of their Subscribed Capital in such amount and currency as set out in the Subscription Agreements, plus all excess distributions recallable pursuant to this Prospectus and Interest Charge, if any. 40

41 From the Initial Closing Date up to the Final Closing Date, Participating Shares will be issued to Participating Shareholders at the Initial Subscription Price of USD 100 or the equivalent amount in Euro. The Company shall not launch Participating Shares at a fixed price after the Final Closing Date. On the Closing Date following their application, the applicants subscribing after the Initial Closing Date shall be issued, pro rata to their Subscribed Capital, the equivalent amount of Participating Shares as the existing Participating Shareholders have been issued up until such Closing Date. Such Participating Shares shall be issued at the Initial Subscription Price with the aggregate amount of such Subscription Call being subject to an additional Interest Charge. The payment of any such Interest Charge shall be for the benefit of the Company and shall not reduce the amount of the Unfunded Subscription of any such Participating Shareholder subscribing after the Initial Closing Date. After the Final Closing Date and subject to the provisions of section 6.6 and 6.7, the Company shall issue Participating Shares only to the existing Participating Shareholders in return for the orderly payment of Subscription Calls. After the Final Closing Date, Participating Shares shall only be issued at the Subscription Price. The Company may reverse a Subscription Call and return the proceeds to the Participating Shareholders thereof within twelve months from the value date of such Subscription Call if the proceeds from such Subscription Call (i) are no longer required to meet the liquidity needs of the Company or any subscription calls of the underlying Investments or (ii) are available for Re-Investments. Once a Subscription Call has been reversed the returned monies will be added to the amount of Unfunded Subscriptions. The repurchase of the relevant Participating Shares shall be settled on the Dealing Day specified by the Company. When reversing Subscription Calls the Company shall return the relevant amounts to the Participating Shareholders free of any interest charge. Where a Subscription Call does not represent an exact number of Participating Shares, fractions of not less than one hundredth of a Participating Share may be issued at the discretion of the Directors and any residual amount shall be retained as part of the assets of the Company. 6.5 DISTRIBUTIONS Investment proceeds received by the Company shall be distributed without delay to the Participating Shareholders pro rata to their Subscribed Capital. The Directors or the AIFM may resolve, at their sole discretion, to delay the declaration of a distribution to Participating Shareholders, in particular, for the reason to reserve liquidity for the payment of current or future costs, fees or expenses, for anticipated Re-Investments, or whenever the total proceeds available for distribution amount to less than 2% of Subscribed Capital. The Company may make a distribution of proceeds subject to a potential recall by the Company to the extent that such proceeds (i) were received from an Investment subject to a similar recall clause, (ii) were received from an Alternative Investment Vehicle pursuant to section 7.11 or (iii) may be available for Re-Investments or (iv) may be necessary to satisfy any portion of any taxation or other indemnification liabilities of the Company. Distributions subject to recall shall increase the amount of the Unfunded Subscriptions and may eventually be recalled by the Company through the issuance of Participating Shares according to section 6.4 of this Prospectus. The distributions for all Share Classes will primarily be made by way of repurchases of Participating Shares. Such method of distribution shall apply uniformly to all Participating Shareholders of a Class. Participating Shareholders should note the tax liabilities potentially arising on the occurrence of certain events such as the encashment, redemption or dividend payments in respect of Participating Shares held by Participating Shareholders who are Irish Residents or Ordinarily Residents in Ireland as outlined in section hereof. Subject to section 623 of the Companies Act 2014, any dividend unclaimed after six years from the date when it first became payable or on the winding up of the Company, if earlier, shall be forfeited automatically and shall revert to the relevant Class, without the necessity for any declaration or other action by the Company. Any amendments to the distribution policy shall be notified to Shareholders in advance of implementation Repurchase of Shares Repurchases of Participating Shares shall primarily be conducted by the Company in respect of all Share Classes as a means to distribute proceeds from Investments to the Participating Shareholders. Any such repurchase shall be made at the Repurchase Price. As the Company is closed-ended, Participating Shareholders are not entitled to request the Company to repurchase their Participating Shares. Whilst neither the AIFM nor the Distributor will act as a market maker in the Participating Shares, the Distributor shall endeavour to facilitate matching potential investors with Participating Shareholders who are seeking to sell their Participating Shares. 41

42 6.5.2 AIFM's Liquidity Management Policy The AIFM employs an appropriate liquidity management system and has adopted procedures which enable it to monitor the liquidity risk of the Company and to ensure that the liquidity profile of the investments of the Company complies with its underlying obligations. The liquidity management system ensures that the Company maintains a level of liquidity appropriate to their underlying obligations based on an assessment of the relative liquidity of the Company's assets in the market, taking account of the time required for liquidation and the price or value at which those assets can be liquidated and their sensitivity to other market risks or factors. The AIFM monitors the liquidity profile of the portfolio of assets having regard to the profile of the investor base of the Company, the relative size of investments and the redemption terms to which these investments are subject. The AIFM implements and maintains appropriate liquidity measurement arrangements and procedures to assess the quantitative and qualitative risks of positions and intended investments which have a material impact on the liquidity profile of the portfolio of the Company's assets to enable their effects on the overall liquidity profile to be appropriately measured and considers and puts into effect the tools and arrangements necessary to manage the liquidity of the Company Dividends It is currently not intended to distribute the proceeds from the Investments (other than return of capital) by way of dividend payments to the Participating Shareholders. To the extent a distribution represents a return of capital such distribution shall be made by way of repurchases of Participating Shares. Where dividends are paid, net income and/or realised and unrealised gains of the Company will be used to pay the dividend. Dividends can either be declared as an interim dividend at the discretion of the Directors or at the annual general meeting to be paid by wire transfer within four months of the declaration date. Any dividends paid which are not claimed or collected within six (6) years of payment shall revert to and form part of the assets of the Company. 6.6 TRANSFER OF SHARES Participating Shares together with the corresponding Unfunded Subscription may be transferred by the Participating Shareholders by instrument in writing. The transferee shall be required to execute a Subscription Agreement. A transfer of Participating Shares shall not be registered if, in consequence of such transfer, the transferor or transferee would hold a Subscription smaller than the Minimum Subscription. A transfer of Participating Shares will not be recognised if the transferee does not meet all the requirements pursuant to section 6.1 hereof. Participating Shareholders and potential investors should note the tax liabilities potentially arising upon the occurrence of a transfer of Participating Shares by Participating Shareholders who are Irish Resident or Ordinarily Resident in Ireland as outlined in section hereof. 6.7 DEFAULTING SHAREHOLDERS General Any Participating Shareholder that fails to meet a Subscription Call on the due date for payment thereof shall be alerted by the Administrator. If satisfactory payment has not been received within five complete Business Days from such alert, the Company or its delegate shall serve notice of default to the Defaulting Shareholder. The amount which such Defaulting Shareholder fails to pay shall carry interest from the date of default in payment until the actual date of payment at a rate of LIBOR plus 5% p.a. compounded annually. If outstanding monies are not paid within ten complete Business Days after notice of such default is duly served by the Company or its delegate, the existing Participating Shares of a Defaulting Shareholder shall be deemed to be the property of the Company and may be sold at any price by the Company at the discretion of the Directors. As a result, such Defaulting Shareholder may cease to be a Participating Shareholder, may not have the right to receive distributions and may have no right to attend or vote at any meetings of the Shareholders and may have no further rights in the Company. Neither the Company nor any other Parties shall be liable to any Defaulting Shareholder for any losses potentially arising from any such default, the sale of the Participating Shares or any other action taken on the authority of a Shareholders meeting at which the Defaulting Shareholder was prevented from voting. The proceeds of any such sale or disposal shall be distributed back to the Defaulting Shareholder after deduction of expenses and interest as set out below and a penalty of 50% of such proceeds which shall be for the benefit of the Company. Any such distributions of sale proceeds to a Defaulting Shareholder shall be deferred to the extent that a Defaulting Shareholder shall not receive any amounts under any given distribution in excess of those which he would have received if he had not been in default. Any penalty as referred to above shall be independently verified by the Auditors. In addition, the Company shall be entitled to borrow and incur indebtedness to fund a Defaulting Shareholder s Unfunded 42

43 Subscription and shall have the right to pursue any such Defaulting Shareholder for any damages incurred thereby Excused Shareholders If the failure by a Participating Shareholder to pay in full any amount or installment due on any Participating Shares originally issued to him within ten Business Days of being served notice of default mentioned in that section results from a change in law (or regulation having the force of law) which (i) occurs after the date on which he agreed to subscribe, (ii) is applicable to the Company or to him and (iii) renders it unlawful for him to pay such amount or installment and he provides to the Company not later than the expiry of such ten Business Days period a legal opinion to such effect, in a form and from legal advisers both reasonably satisfactory to the Directors, then the provisions of the above section shall not apply to such failure, and the Participating Shareholder shall be excused of all future Subscription Calls. The Directors are entitled to withhold such amount of distributions to such excused Participating Shareholder as they deem reasonably necessary to cover any Unfunded Subscription of such excused Participating Shareholder. 43

44 7 Management and administration LGT Capital Partners (Ireland) Limited as the Company s AIFM is responsible for investment management and such other duties as agreed upon and as required under AIFMD. LGT Capital Partners (Ireland) Ltd also acts as Distributor of the Participating Shares of the Company. The AIFM has appointed LGT Capital Partners Ltd as non-discretionary Investment Advisor and sub-distributor to the Company. LGT Fund Managers (Ireland) Limited provides general administrative and secretarial services to the Company. The AIFM, the Investment Advisor, the Distributor and the Administrator are affiliated with the LGT Group. The contact details of all service providers of the Company can be found in Appendix II. Depositary services in respect of the Company are performed by BNP Paribas Securities Services, Dublin Branch. 7.1 DIRECTORS The Directors of the Company are as follows: Dr. Konrad Bächinger Dr. Konrad Bächinger (Swiss citizen) qualified as a Doctor of Law from Zurich University and was admitted to the Swiss Courts in He joined LGT Bank in Liechtenstein in From 1998 to 2001 Dr. Bächinger was the chief executive officer of LGT Capital Management. From April 2001 to September 2006 Dr. Bächinger was a member of the group executive committee of Liechtenstein Global Trust (known as LGT Group Foundation since April 2001). Dr. Bächinger retired from his offices within LGT Group by the end of June Paul Garvey Paul Garvey (Irish citizen) joined LGT Bank (Ireland) Limited in 1998 as Financial Controller and was appointed Finance Director in In 2001 he was appointed general manager of LGT Fund Managers (Ireland) Limited. He previously worked with Irish Life plc Corporate Life and Pensions division in systems development. Prior to this he worked with GAM Fund Management Limited and GT Asset Management Limited in fund accounting and systems development for shareholder services. In Dublin and Canada he worked for Deloitte and Touche in the areas of audit and corporate restructuring. Mr. Garvey received a B.Comm from University College Dublin and is a Fellow of the Institute of Chartered Accountants in Ireland. Desmond Tobin Desmond Tobin (Irish citizen) joined LGT Bank (Ireland) Limited in 1997 as an accountant and was appointed Director in He was appointed Managing Director of LGT Bank (Ireland) Limited in October 2006 with overall responsibility for Irish operations. He previously worked with Bankers Trust in Sydney and Bank of Ireland Security Services in Dublin as a financial accountant. He has a Masters in Business Administration from University College Dublin, Ireland and is an Associate Member of the Chartered Institute of Management Accountants in Ireland. Tycho Sneyers Tycho Sneyers (Belgian citizen) received a Masters in Business Administration from Harvard Business School, USA ( ) and a Masters in Economics from the University of Antwerp, Belgium ( ). He joined LGT Capital Partners Ltd in October 2001 and was appointed Head of Business Development and member of the Executive Board of LGT Capital Partners Ltd in January In 2000, he co-founded Altgate Capital, a New York and London based research and distribution firm for alternative investments, where he was a member of the Board of Directors and Head of Business Development. Prior to this and during his MBA studies, he worked for Goldman Sachs in New York and London in the Investment Management ( ) and Investment Banking Divisions (1998). He started his career as a management consultant with Andersen Consulting in Brussels, Luxembourg and Paris, where he worked from Dr. Urs Gähwiler Dr. Urs Gähwiler (Swiss citizen) qualified as a Doctor of law from St. Gallen University, is admitted as a barrister to the Swiss Courts and holds a licence as a notary public in Switzerland. He joined LGT Bank in Liechtenstein Ltd in 1988 as a legal and tax counsel. Since 2012 Dr. Gähwiler is the Head of the Legal and Tax department and the General Counsel of LGT Group. Apart from his main function Dr. Gähwiler holds the position as Chairman of the Tax Committee of the Liechtenstein Banking Association, acts as lecturer at the University of Liechtenstein and is an Advisor to the Government of the Principality of Liechtenstein for international tax matters. Prior to this Dr. Gähwiler worked as a Judge s legal assistant at the District Court in St. Gallen. He also worked as a legal counsel in the legal department of the State Administration in St. Gallen and as an attorney at law at the law firm Dres. Kaufmann David & Partner in St Gallen. Robert Schlachter Mr. Robert Schlachter (Swiss/English) is a Partner at LGT Capital Partners Ltd. Prior to joining LGT Capital Partners Ltd. in 2000; he worked with the Swedish appliance group AB Electrolux for five years, where he was Financial/Business Controller of a globally operating Group Business Sector. He also participated in a number of international acquisition and divestment projects. Before that, he spent five years as a Group Internal Auditor with Ciba Geigy Ltd (today: Novartis). In that function, he conducted 44

45 operational audits in group companies around the globe. He holds an MBA from the University of St. Gallen (HSG), Switzerland. Mr. Schlachter is a lecturer at the EVCA Institute. He is fluent in English and German. Brian Goonan (Alternate Director) Mr Brian Goonan (Irish citizen) joined LGT Fund Managers (Ireland) Limited in 2004 as a Funds Operational Manager. He was appointed General Manager of LGT Capital Partners (Ireland) Limited in He previously worked with Cogent Investment Operations Limited (formerly part of Henderson plc) as operational manager both in UK and Ireland. He has a Diploma in Business Studies (Accounting) and is a Fellow of the Association of Chartered Certified Accountants and holds Series 3 licence. Frank Sheedy (Alternate Director) Frank Sheedy (Irish citizen) joined LGT Fund Managers (Ireland) Limited in 2012 and was appointed Fund Operations Manager in He previously worked in Dublin and Chicago for PricewaterhouseCoopers in the areas of audit with particular focus on Private Equity clients during his time spent in Chicago. Mr. Sheedy received an Honours Degree from National College of Ireland in Accounting and Human Resource Management and is a member of the Institute of Chartered Accountants in Ireland. All Directors other than Dr. Konrad Bächinger are employees of companies in the LGT Group. All Directors were appointed on 16 December 2013 with the exception of Robert Schlachter who was appointed on 7 May 2014 for an indefinite period as the Directors are not required to retire by rotation in accordance with the Articles. The Directors currently hold the directorships as detailed in Appendix II and have held the directorships within the five years ending with the date of this Prospectus as detailed in Appendix II and are or were partners in the firms as detailed in Appendix II within the five years ending the date of this Prospectus. The Company has no separate audit committee and remuneration committee. 7.2 ALTERNATIVE INVESTMENT FUND MANAGER The Company has appointed LGT Capital Partners (Ireland) Limited as AIFM of the Company pursuant to the Management Agreement to fulfill the functions of AIFM for the Company as required under the AIFMD Regulations and to provide investment management expertise and advice on the day to day investment decisions of the Company. In discharging its role, the AIFM shall act honestly, fairly, professionally, independently and in the interests of the Company and the Shareholders. The AIFM was incorporated in Ireland on 28 January 2005 under registration number as a limited liability company with an authorised share capital of EUR 1,000,000 divided into 1,000,000 shares of EUR 1.00 each and is beneficially owned by LGT Group Foundation. The issued share capital of the AIFM is EUR 200,000. The AIFM currently has approximately EUR 9.1 billion of assets under management. The AIFM has been authorised and regulated by the Central Bank under the AIFMD Regulations since June 2014 for an unlimited period subject to its compliance with the Central Bank s requirements. Prior to this the AIFM was authorized and regulated by the Central Bank under the MIFID Regulations since The aim of LGT Capital Partners (Ireland) Limited is to provide investment management services for alternative investment fund of funds, which at the date of this Prospectus include the Company, Crown Private Equity plc, Crown European Private Equity plc, Crown Global Secondaries plc, Crown European Buyout Opportunities II plc, Crown Europe Small Buyouts III plc, Crown Asia-Pacific Private Equity plc, Crown Asia-Pacific Private Equity II plc, Crown Europe Middle Market II plc, Crown Distressed Credit Opportunities plc, Crown Global Secondaries II plc, Onze Private Equity plc, Crown Global Secondaries III plc, PFI Europe Private Equity Investments plc, CENGAL Private Equity Investments plc, Seventh Private Equity Investments plc, Crown Secondary Placement plc, Crown Alternative UCITS plc, Crown Cash Management plc, Crown Alpha plc, Crown A GENERIX plc, Crown Listed Alternatives plc, Crown Distressed Credit Opportunities II plc, CENGAL Private Equity Investments II plc, Crown Premium Private Equity V S.A., SICAV, Crown Multi-Alternatives SP, Crown SBC SP, Crown HCC SP, Crown KPS, SP, Crown Insurance Linked Strategies SP, RP Institutional Fund, SICAV-FIS, Crown Phoenix SPC, Crown Alternative Asia SPC, Crown Alternative Investments SPC, Crown Alternative Strategies SPC and Crown Managed Accounts SP. Crown Europe Middle Market III plc, Crown Asia-Pacific Private Equity III plc, Crown Growth Opportunities S.C.S SICAV-FIS, Crown Global Opportunities IV plc, Crown Premium Private Equity VI Master S.C.S. SICAV-FIS, Crown Premium Private Equity VI S.A. SICAV, Crown Premium Private Equity VI GmbH & Co. KG, SBS Private Equity Investments plc, Crown Debt and Credit Opportunities III plc and Crown Global Secondaries IV plc. The AIFM also benefits from being affiliated with the Investment Advisor, a leading alternative assets and fund-of-funds manager, focused on institutional investors, with a dedicated team of over 300 professionals representing 40 nationalities and based in ten locations worldwide. The Investment Advisor is currently managing or advising over USD 50 billion in alternative assets globally. 45

46 In order to cover its professional liability risk resulting from the activities it may carry out, the AIFM shall either hold additional own funds which are appropriate to cover potential liability risks arising from professional negligence or shall maintain professional indemnity insurance against liability arising from professional negligence that is appropriate to the risks covered and fulfils the requirements of AIFMD. Such professional liability risks shall include, without being limited to, risks of (a) loss of documents evidencing title of assets of the Company; (b) misrepresentations or misleading statements made to the Company or its investors; (c) acts, errors or omissions resulting in a breach of: (i) legal and regulatory obligations; (ii) duty of skill and care towards the Company and its investors; (iii) fiduciary duties; (iv) obligations of confidentiality; (v) the Memorandum and Articles of Association; or (vi) terms of appointment of the AIFM by the Company; (d) failure to establish, implement and maintain appropriate procedures to prevent dishonest, fraudulent or malicious acts; (e) improperly carried out valuation of assets or calculation of Share prices; or (f) losses arising from business disruption, system failures, failure of transaction processing or process management. The AIFM shall ensure that its decision-making procedures and its organizational structure promote the fair treatment of Shareholders in the Company. The AIFM has delegated certain aspects of its financial control and accounting management functions to the Administrator, as further detailed in section 7.5 below. The conflicts which may arise from such delegation are detailed in section 7.8 below. This delegation arrangement has been notified to the Central Bank and both this delegation and any sub-delegation thereunder will be in accordance with the requirements of AIFMD. ensure that all relevant conflicts of interest can be managed appropriately at all times Material Provisions of the Management Agreement a. Purpose of Appointment Under the Management Agreement, the AIFM has full discretion, subject to the control of and review by the Directors, to invest the assets of the Company pursuant to its Investment Objectives, Investment Policies and subject to the Investment Restrictions, described in this Prospectus. Furthermore, pursuant to the Management Agreement the AIFM has been appointed to carry out the AIFMD managerial functions in respect of the Company to include the following managerial functions in respect of the Company (the AIFMD Managerial Functions ): (i) Monitoring of investment policy, investment strategies and performance; (ii) Monitoring compliance; (iii) Risk management; (iv) Liquidity management; (v) Conflicts of interest management; (vi) Supervision of delegates; (vii) Financial control; (viii) Internal audit; (ix) Complaints handling; (x) Accounting policies and procedures; (xi) Recordkeeping; and (xii) AIFMD reporting b. Fees The AIFM will be entitled to receive fees as described in section 8.1. The AIFM does not propose to delegate the portfolio management and risk management functions. The AIFM has in place a remuneration policy which seeks to ensure that the interests of the AIFM and the investors of the Company are aligned. Such remuneration policy imposes remuneration rules on staff and senior management within the AIFM whose activities have an impact on the risk profile of the Company. The AIFM shall seek to ensure that such remuneration policies and practices will be consistent with sound and effective risk management and shall not encourage risk-taking which is inconsistent with the risk profile and constitutional documents of the Company and shall be consistent with the AIFMD Regulations and ESMA s remuneration guidelines. The AIFM shall seek to ensure the remuneration policy will at all times be consistent with the business strategy, objectives, values and interests of the Company and the investors of the Company and that the remuneration policy includes measures to seek to c. Indemnity Provisions The Management Agreement provides for the Company to indemnify the AIFM, its officers, employees, delegates, servants and agents in the absence of the recklessness, willful default, bad faith, fraud or gross negligence on the part of the AIFM, its officers, agents or employees. d. Termination Provisions i. Duration of the Management Agreement The Management Agreement is effective for an initial period of three years and will be extended automatically for a further one year at the end of the three year period and annually thereafter for one year periods. Following the initial three year period, the Management Agreement may be terminated by either party on giving not less than 90 calendar days notice in writing to the other party. ii. Termination for fault 46

47 The Management Agreement may be terminated in accordance with section (a) hereof. Iii. Termination without fault The Management Agreement may be terminated in accordance with section (b) hereof. The Management Agreement will be terminated automatically on the winding up of the Company. Upon the termination of the Management Agreement other than pursuant to section (a), the AIFM shall be entitled to receive the full Performance Fees which accrue in respect of all such Investments which were made by the AIFM on behalf of the Company until and upon the date of their disposal by the Company. Such Performance Fees are attributable only on the assets acquired by the AIFM before or upon the effective date of the termination of the Management Agreement. The AIFM shall not be entitled to any Performance Fee generated on assets acquired after the appointment of a new AIFM, if any. Furthermore, subject to the provisions of sections 5 hereof, there shall be no additional restrictions on the purchase or sale of any Investments by a new AIFM. In case the Participating Shareholders do not appoint a new AIFM the AIFM shall liquidate the Company pursuant to section 4.3 and the AIFM shall remain in place until such time as the liquidation is completed. 7.3 INVESTMENT ADVISOR The AIFM has decided to profit from the Investment Advisor s long-standing activities in Private Equity investments as a distinct competitive advantage in the markets for primary, secondary or Private Equity Co-Investments. The Investment Advisor can leverage its comprehensive relationship network, extensive database in respect of private equity transactions and its broad market presence to identify, analyse and source and effectively analyse Private Equity investment opportunities on a timely basis Material Provisions of the Investment Advisory Agreement a. Purpose of Appointment The principal functions that the Investment Advisor will perform are outlined in section 5.4. b. Fees The Investment Advisor will be entitled to receive a fee as described in section 8.3. c. Indemnity Provisions The Investment Advisory Agreement provides for the AIFM to indemnify the Investment Advisor or its officers, employees, delegates, servants or agents in the absence of the recklessness, willful default, bad faith, fraud or negligence of the Investment Advisor, its officers, agents or employees. d. Termination Provisions i. Duration of the Investment Advisory Agreement The Investment Advisory Agreement is effective for an initial period of three years and will be extended automatically for a further one year at the end of the three year period and annually thereafter for one year periods. Following the initial three year period, the Investment Advisory Agreement may be terminated by either party separately on giving not less than 90 calendar days notice in writing to the other party. ii. Termination for fault The Investment Advisory Agreement may be terminated immediately separately in certain circumstances set out in the Investment Advisory Agreement including the insolvency of a party. The Investment Advisory Agreement will terminate automatically where the Company is wound up or upon the termination of the Management Agreement. 7.4 DEPOSITARY As a result, the AIFM has appointed LGT Capital Partners Ltd as investment advisor pursuant to the Investment Advisory Agreement to provide non-discretionary investment advisory services on the day to day investment decisions of the Company. LGT Capital Partners Ltd is a company limited by shares incorporated under the laws of Switzerland on 30 November 2000 and is beneficially owned by LGT Group Foundation. LGT Capital Partners Ltd acts as investment advisor and/or investment manager to LGT Group companies and selected third parties. The fees for the Investment Advisor are paid by the AIFM. The Company has appointed BNP Paribas Securities Services, Dublin Branch to act as its depositary pursuant to the terms of the Depositary Agreement. The Depositary is a branch of BNP Paribas Securities Services S.C.A., a company incorporated in France as a partnership limited by shares under Companies Registration Office Number and which has its registered office at 3 rue d Antin, 75002, Paris, France, acting through its Dublin Branch authorised by the Central Bank, the address of which is Trinity Point, Leinster Street South, Dublin 2. The Central Bank Authorisation number is C The Depositary is authorised by the Autorite de Controle Prudential ( ACP ) and is supervised by the Autorite 47

48 des Marches Financiers ( AMF ) in France and has been authorised by the Central Bank of Ireland to provide depositary services in Ireland through a European Union passport mechanism. In accordance with the provisions of the AIFMD Regulations, AIFMD, the AIF Rulebook and the terms of the Depositary Agreement, the Depositary shall carry out functions in respect of the Company including, but not limited to the following key functions: (i) The Depositary shall hold in custody all financial instruments capable of being registered or held in a financial instruments account opened in the Depositary's books and all financial instruments capable of being physically delivered to the Depositary; (ii) The Depositary shall verify the Company's ownership of all any assets (other than those referred to in (i) above) and maintain and keep up-to-date a record of such assets it is satisfied are owned by the Company; (iii) The Depositary shall ensure effective and proper monitoring of the Company's cash flows; (iv) The Depositary shall be responsible for certain fiduciary and oversight obligations in respect of the Company see Summary of Fiduciary and Oversight Obligations below. Duties and functions in relation to (iii) and (iv) above may not be delegated by the Depositary. Summary of Fiduciary and Oversight Obligations: The Depositary is obliged to ensure, among other things, that: imposed by the Articles and/or the Central Bank under the powers granted to the Central Bank under the Companies Acts; and (ii) otherwise in accordance with the provisions of the Companies Act 2014 and the Articles. If the Company has not complied with (i) or (ii) above, the Depositary will state why this is the case and will outline the steps that the Depositary has taken to rectify the situation. The duties provided for above may not be delegated by the Depositary to a third party. In discharging its role, the Depositary shall act honestly, fairly, professionally, independently and in the interests of the Company and the Shareholders. No Assets shall be reused by the Depositary without the prior consent of the Company or the AIFM acting on behalf of the Company Material Provisions of the Depositary Agreement a. Purpose of Appointment The Depositary has been retained by the Company to perform safe-keeping and fiduciary services on behalf of the Company. The Depositary is not involved directly or indirectly with the business affairs, organisation, sponsorship or management of the Company and is responsible and liable only for the safe-keeping and fiduciary services that it provides to the Company pursuant to the Depositary Agreement. the sale, issue, redemption and cancellation of Shares effected on behalf of the Company are carried out in accordance with the Companies Act 2014, the conditions imposed by the Central Bank and the Articles; the value of Shares is calculated in accordance with the Companies Act 2014 and the Articles; in transactions involving the Company's assets, any consideration is remitted to it within time limits which are acceptable market practice in the context of a particular transaction; the Company s income is applied in accordance with the Companies Act 2014 and the Articles; and it has enquired into the conduct of the Company in each Accounting Period and reports thereon to the Shareholders. The Depositary s report will be delivered to the Company in good time to enable the AIFM to include a copy of the report in the annual report of the Company. The Depositary s report will state whether in the Depositary s opinion the Company has been managed in that period: (i) in accordance with the limitations imposed on the investment and borrowing powers of the Company The Depositary is a service provider to the Company and is not responsible for the preparation of this document or the activities of the Company and therefore accepts no responsibility for any information contained in this document other than the relevant descriptions. The Depositary will not participate in any investment decision-making process of the Company. The Private Equity Co-Investments structured as interests in limited partnerships, companies or contractual funds cannot be assigned, transferred, exchanged or delivered without the prior written consent of their general partner, directors, financial sponsors or the Depositary. The subscription agreements and other related documents in respect of the Private Equity Co-Investments will be held by the Depositary. The Company reserves the right to change the depositary arrangements described above by agreement with the relevant Depositary. Such agreement shall be in accordance with the requirements of the Central Bank. 48

49 b. Fees The Depositary will be entitled to receive a fee as described in section 8.4. c. Indemnity Provisions and Liability Pursuant to the Depositary Agreement, the Company has agreed to indemnify and keep indemnified the Depositary (and each of its directors, officers, employees and agents), on a full indemnity basis, and held harmless from and against all direct liabilities, costs, losses, claims, demands, damages and expenses (including legal and professional expenses), actions or proceedings of any nature which may be brought against, suffered, incurred or sustained by the Depositary and which are in any way connected with or arising from the performance by the Depositary of its obligations under this Agreement, or other agreements the Depositary enters into or executes because of its role as Depositary of the Fund, otherwise than as a result of loss of custody assets or as a result of the Depositary's negligent or intentional failure to properly fulfil its obligations pursuant to the AIFMD Regulations. Pursuant and subject to the terms of the Depositary Agreement, the Depositary will be liable to the Company and the Shareholders for the loss of custody assets by the Depositary or a sub-custodian to whom the custody of custody assets has been delegated irrespective of whether such occurrence is the result of fraud, negligence or other intentional or non-intentional behaviour. Furthermore, the Depositary shall be liable for any such loss, liability, damage, expense or cost which arises as a result of the Depositary's negligence or intentional failure to properly fulfil its obligations pursuant to the AIFMD Regulations. The Depositary Agreement provides that the Company or the AIFM acting on behalf of the Company shall inform the Depositary if it intends to appoint a prime broker to the Company and that from time to time the assets of the Company may be passed by the Depositary or its agents to such prime broker pursuant to proper instructions which assets a prime broker may reuse, pledge, lend, rehypothecate or otherwise utilise for its own purposes in accordance with the terms of an agreement entered into between the Company, or the AIFM acting on behalf of the Company and a prime broker. The AIFM shall (i) inform investors before they invest in the Company of any arrangement made by the Depositary to contractually discharge itself of any liability and (ii) inform Shareholders of any subsequent changes to the Depositary's liability without delay. The Depositary may, delegate to third parties certain safe-keeping functions as set out in the Depositary Agreement. Such delegation must not be made with the intention of avoiding the requirements of the AIFMD Regulations and the Depositary must be able to demonstrate that there is an objective reason for the delegation. Any discharge of the Depositary s responsibility must be in accordance with the requirements of AIFMD and the AIFMD Regulations. In order for the Depositary to discharge its responsibility under the AIF Rulebook issued by the Central Bank, the Depositary must exercise care and diligence in choosing and appointing a third party as a safekeeping agent so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The Depositary must maintain an appropriate level of supervision over the Sub-custodian and make appropriate enquiries from time to time to confirm that the obligations of the Sub-custodian continue to be competently discharged. Save where the Depositary has discharged itself of liability in accordance with Article 21(13) or (14) of AIFMD, the Depositary s liability shall not be affected by any delegation to third parties. A sub-custodian shall be responsible for the appointment and ascertaining the ongoing suitability and competence of its own appointed sub-custodians. The liability of the Depositary will not be affected by the fact that it has entrusted to a sub-custodian some or all of the assets for safekeeping. The Depositary shall provide the Company and the AIFM on a regular basis details of the appointment of any sub-custodians and, upon request, information on the criteria used to select the sub-custodian and the steps taken to monitor their activities. The Depositary shall ensure the compliance of its sub-custodians with regulatory standards. The AIFM shall (i) inform investors before they invest in the Company of any arrangement made by the Depositary to contractually discharge itself of any liability and (ii) shall inform Shareholders of any subsequent changes to the Depositary's liability without delay. As at the date of this Prospectus, the Depositary delegates certain safe-keeping duties as set out in the Depositary Agreement to BNP Paribas Securities Services Group. The Depositary has confirmed that no conflict of interest arises from such delegation. e. Termination Provisions d. Delegation The Depositary Agreement may be terminated by either party on 90 days prior written notice to the other party or immediately, inter alia, (i) a petition is presented or an order is made for the 49

50 appointment of an examiner or receiver or their equivalents in any jurisdiction, over all or any of the assets of another party, or, (ii) any other party commits a breach of its obligations hereunder which, if capable of remedy, it fails to remedy within 30 days of the receipt of a written notice to do so, or (iii) the Depositary is otherwise no longer permitted to perform its obligations under applicable law. However, the Depositary shall continue to act as Depositary until a successor Depositary approved by the Central Bank is appointed by the Company or until the Company s authorisation by the Central Bank is revoked. Where no successor depositary is found within the period of time specified in the Depositary Agreement, the Company shall, at the Directors discretion, repurchase all of the Shares in issue in accordance with the provisions of the Articles of Association. Following such repurchase of Share, the Company shall convene an extraordinary general meeting at which an ordinary resolution to wind up and repurchase all Shares shall be tabled; and the Depositary s appointment shall only terminate upon the revocation of the Company s authorisation by the Central Bank. The Depositary may terminate this Agreement immediately by notice in writing to the other parties in the event that the Fund is no longer authorised by Central Bank, or the AIFM is no longer authorised by its home regulator. The Depositary Agreement provides that, in the event that the Company invests in markets where custodial and/or settlement systems are not fully developed, the assets of the Company which are traded in such markets and which have been entrusted to the Depositary or any sub-custodian(s), in circumstances where the use of sub-custodians is necessary, may be exposed to risk in circumstances whereby the Depositary will have no liability. In discharging its role, the Depositary shall act honestly, fairly, professionally, independently and in the interests of the Company and the Shareholders. The Depositary is not involved, directly or indirectly with the business affairs, organisation, sponsorship or management of the Company and is responsible and liable only for the trustee and custodial services that it provides to the Company pursuant to the Depositary Agreement. The Depositary is a service provider to the Company and is not responsible for the preparation of this document or the activities of the Company and therefore accepts no responsibility for any information contained in this document other than the relevant descriptions. The Depositary will not participate in any Company s investment decision-making process. The Company reserves the right to change the depositary arrangements described above by agreement with the relevant Depositary. Such agreement shall be in accordance with the requirements of the Central Bank. 7.5 ADMINISTRATOR The Company and the AIFM together have appointed LGT Fund Managers (Ireland) Limited as administrator to the Company pursuant to the Administration Agreement to provide administrative and registrar services to the Company. The Administrator is a private company incorporated with limited liability in Ireland on 13 December 2000 with an authorised share capital of EUR 1,000,000 divided into 1,000,000 shares of EUR 1.00 each and is beneficially owned by LGT Group Foundation. The issued share capital of the Administrator is EUR 700,000. LGT Fund Managers (Ireland) Limited is authorised and regulated by the Central Bank. The Company Secretary of the Administrator is Kathryn O Driscoll. The Administrator is engaged in the business of, inter alia, providing fund administration and/or management, transfer agency and registrar services to and in respect of the following investment companies: the Company, Crown Private Equity plc, Crown European Private Equity plc, Crown Global Secondaries plc, Crown European Buyout Opportunities II plc, Crown Europe Small Buyouts III plc, Crown Asia-Pacific Private Equity plc, Crown Asia-Pacific Private Equity II plc, Crown Europe Middle Market II plc, Crown Distressed Credit Opportunities plc, Crown Global Secondaries II plc, Onze Private Equity plc, Crown Global Secondaries III plc, PFI Europe Private Equity Investments plc, CENGAL Private Equity Investments plc, Seventh Private Equity Investments plc, Crown Secondary Placement plc, Crown Alternative UCITS plc, Crown Cash Management plc, Crown Alpha plc, Crown A GENERIX plc, Crown Listed Alternatives plc, Crown Distressed Credit Opportunities II plc Crown Europe Market III plc, Crown Asia-Pacific Private Equity III plc, CENGAL Private Equity Investments II plc, Crown Global Opportunities VI plc, Crown Debt and Credit Opportunities III plc, SBS Private Equity Investments plc and Crown Global Secondaries IV plc Material Provisions of the Administration Agreement a. Purpose of Appointment The Administrator is responsible for the day to day administration of the Shares of the Company, including: i. the maintenance of subscription accounts and the redemption of those accounts, ii. the processing of all issues, redemption and transfers, iii. the sending of confirmations to Participating Shareholders, 50

51 iv. the calculation of the Net Asset Value per Share for each Class, as described in section 9, v. the maintenance of accounting records, vi. liaising with the Auditors, and vii. preparation of the financial statements for audit purposes. Also under the Administration Agreement, the Administrator has been appointed to act as Secretary, registrar and transfer agent and provide registration and transfer agent services for the Company. The Administrator will maintain the Register. b. Fees The Administrator will be entitled to receive a fee as described in the section 8.2. c. Indemnity Provisions The Administration Agreement provides for the Company to indemnify the Administrator, its officers, employees, delegates, servants and agents in the absence of the recklessness, willful default, bad faith, fraud or negligence on the part of the Administrator, its officers, agents or employees. d. Termination Provisions i. Duration of the Administration Agreement The Administration Agreement is effective for an initial period of three years and will be extended automatically for a further one year at the end of the three year period and annually thereafter for one year periods. Following the initial three year period, the Administration Agreement may be terminated by either party on giving not less than 90 (ninety) calendar days notice in writing to the other party. ii. Termination for Fault The Administration Agreement may be terminated immediately in certain circumstances set out in the Administration Agreement including the insolvency of a party. The Administration Agreement will be terminated automatically on the winding up of the Company. 7.6 DISTRIBUTOR a. Purpose of Appointment Pursuant to the Distribution Agreement, the Company has appointed the Distributor to act as distributor of the Participating Shares. b. Fees The Distributor will be entitled to receive a fee as described in section 8.6. c. Indemnity Provisions The Distribution Agreement provides for the Company to indemnify the Distributor or its officers, employees, dele- 51 gates, servants or agents in the absence of the recklessness, willful default, bad faith, fraud or negligence. d. Termination Provisions i. Duration of the Distribution Agreement The appointment of the Distributor may be terminated by either party on giving not less than 90 (ninety) calendar days notice in writing. ii. Termination for Fault The Distribution Agreement may be terminated immediately in certain circumstances set out in the Distribution Agreement including the insolvency of a party. The Distribution Agreement will terminate automatically when a party is wound up. Upon the termination of the Management Agreement the Company shall terminate the Distribution Agreement without delay pursuant to section 7.6(d)(i) hereof. 7.7 AUDITOR The Company s auditor is PricewaterhouseCoopers. The responsibility of the Auditor is to audit and express an opinion on the financial statements of the Company in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require the Auditor to comply with the Auditing Practices Board s Ethical Standards for Auditors. An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, the Auditor reads all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If the Auditor becomes aware of any apparent material misstatements or inconsistencies it considers the implications for its report. The Auditor opines on whether the financial statements give a true and fair view, in accordance with the International Financial Reporting Standards, of the state of the Company s affairs and of its profit and cash flows for the year then ended and whether they have been properly prepared in accordance with the requirements of the Companies Act The Auditor is a member of the Chartered Accountants Ireland. A1.2.1

52 7.8 IRISH PAYING AGENT a. Purpose of Appointment Pursuant to the Paying Agency Agreement, the Company has appointed LGT Bank (Ireland) Limited, to act as paying agent in Ireland in connection with the admission of the Listed Shares to the Official List and trading on the Main Securities Market of the Irish Stock Exchange. The Irish Paying Agent will publish in Ireland notices or distribute circulars concerning the holding of meetings of Shareholders, the allocation and payment of interest, the issue of new securities and (where necessary) assist Participating Shareholders in the exercise of their rights in respect of the Participating Shares. b. Fees The Irish Paying Agent will be entitled to receive a fee as described in section 8.7. c. Indemnity Provisions The Paying Agency Agreement provides for the Company to indemnify the Irish Paying Agent or its officers, employees, delegates, servants or agents in the absence of the recklessness, willful default, bad faith, fraud or negligence. d. Termination Provisions i. Duration of the Paying Agency Agreement The Paying Agency Agreement may be terminated at any time by either party thereto, on 90 (ninety) calendar days notice in writing to the other party. ii. Termination for Fault The Paying Agency Agreement may be terminated immediately in certain circumstances set out in the Paying Agency Agreement including the insolvency of a party. The Paying Agency Agreement will terminate automatically where a party is wound up. 7.9 CONFLICTS OF INTEREST General The Parties are or may be involved in other financial, investment and professional activities which may on occasion cause a conflict of interest with the interests of the Company. Such transactions shall be carried out in accordance with section These include the management of other funds (incl. Alternative Investment Vehicles and Intermediate Investment Vehicles), purchases and sales of securities, investment and management services, valuation of assets in respect of the Company (where a higher valuation would benefit the AIFM and/or the Investment Advisor), brokerage services and serving as directors, officers, advisers or agents of other funds or other companies, including companies in which the Company may invest. In particular, it is envisaged that the AIFM may be involved in advising or managing other investment funds (incl. Alternative Investment Vehicles and Intermediate Investment Vehicles) which may have similar or overlapping investment objectives to or with the Company. Each of the Parties will respectively ensure that any conflicts which may arise will be resolved fairly and in the best interests of Participating Shareholders. Any suitable new investment opportunities are allocated between the Company and any other clients on a fair and equitable basis. Such allocations are made in a manner which does not unfairly prejudice the interests of the Participating Shareholders as a whole and are ultimately subject to the AIFM s discretion to take the various interests appropriately into account. In addition, the Company may syndicate Follow-On Investments to other investment vehicles managed or advised by the AIFM or any of affiliates to the extent the AIFM deems such Follow-On Investments not to be in the interest of the Company. The Company will not participate in soft commissions and shall use reasonable endeavours to provide that its decision-making procedures and its organisational structure promote the fair treatment of Participating Shareholders in the Company and are ultimately subject to the AIFM s discretion to take the various interests appropriately into account. As outlined in the Investment Policy section, the Company pursues a Private Equity strategy and the AIFM has the necessary experience and experience to manage the Company accordingly. Therefore the AIFM shall not be required to adhere to the standard investment restriction for passively invested Qualifying Investor AIFs (restricting it from acquiring shares with voting rights in an issuer which would enable it to exercise significant influence over its management). Accordingly, in certain circumstances the AIFM, on the Company's behalf, may become involved in the affairs of a company it is invested in as a stakeholder in the business. The participation and influence in the affairs of a company by the AIFM on behalf of the Company may give rise to potential conflicts of interest between the interests of the Company and its Participating Shareholders and the interests of the company itself and/or the interests of other holders of debt or equity interests in the particular company. The AIFM shall aim to resolve any such potential conflicts fairly while at all times acting in the best interests of the Company Dealings in the Assets of the Company There is no prohibition on dealings in the assets of the Company by any of the Parties or entities related to the Parties provided the transaction is carried out as if effected on normal commercial terms negotiated at arm's length and in the best interests of Participating Shareholders and: 52

53 a. a person approved by the Depositary (or in the case of a transaction involving the Depositary, the Directors) as independent and competent certifies the valuation; or b. the execution of the transaction is on best terms on organised investment exchanges under their rules; or c. where the conditions set out in a. and b. above are not practical, the transaction is executed on terms which the Depositary is (or in the case of a transaction involving the Depositary, the Directors are) satisfied with to be conforming to the principles of execution on normal commercial terms negotiated at arm's length and are in the best interests of Participating Shareholders. The Investment Period shall automatically terminate in the event of a termination of the Management Agreement or upon a resolution passed at a meeting of the Participating Shareholders, such resolution being only considered approved if passed by a Qualified Resolution. The Company will not participate in soft commissions Termination of the Management Agreement The Management Agreement may be terminated by the Company in circumstances including the following: In order to facilitate the Company discharging its obligation to provide to the Central Bank with a report within its annual report in respect of all related party transactions, the relevant party will disclose details of each transaction to the Company (including the name of the related party involved and where relevant, fees paid to that party in connection with the transaction). Related party transactions are disclosed on page 33 of the audited financial statements dated 31 December As of 8 January 2015, related party transactions are as follows: a. Termination for cause The Management Agreement may be terminated immediately in case the AIFM commits fraud, willful misconduct, bad faith, reckless disregard, gross negligence (as defined and interpreted in accordance with the laws of the State of Delaware in the United States) or any material breach of its obligations under the Management Agreement and shall fail to make good such breach within 30 (thirty) calendar days of receipt of notice from the Company requiring the AIFM to do so. Transaction Type Related Party Amount Management fee AIFM 3,051,727 Management fee payable AIFM 187,537 Performance fee AIFM 339,414 Performance fee payable AIFM (339,414) Admin Fee Administrator 157,595 Admin Fee payable Administrator (25,525) Commitment fee LGT Bank (Ireland) Limited 155,556 Commitment fee payable LGT Bank (Ireland) Limited (40,889) Interest charge LGT Bank (Ireland) Limited 342, GOVERNANCE No-Fault Termination of Investment Period b. No fault Termination The Management Agreement may be terminated forthwith upon a resolution to terminate such agreement passed at a meeting of the Participating Shareholders, such resolution being only considered approved if passed by a Qualified Resolution. In the event the Management Agreement is terminated pursuant to (a) or (b) above and no successor AIFM is appointed by the Company, the AIFM shall continue to act as AIFM until a successor AIFM approved by the Central Bank is appointed by the Company or until the Company s authorisation by the Central Bank is revoked. The terms and conditions of the Management Agreement shall remain in full force and effect until the date a successor AIFM is appointed by the Company or the Company s authorisation is revoked Shareholder Rights vis-à-vis service providers Absent a direct contractual relationship between the Shareholder and the relevant service provider, the Shareholder will generally have no direct rights against the relevant service provider and there are only limited circumstances in which the Shareholders can potentially bring a claim against the relevant service provider. Instead, the proper plaintiff in an action in respect of which a wrongdoing is alleged to have been committed against the Company by the relevant service provider is, prima facie, the Company itself. 53

54 Key Persons The following persons are considered Key Persons: Andre Aubert, Maximilian Brönner, Douglas Coulter, Sascha Gruber, Andrew Kwee, Dr. Hans Markvoort, Cem Meric, Wolfgang Müller, Dr. Roberto Paganoni, Daniel Rauti, Robert Schlachter, Tycho Sneyers and Ivan Vercoutère. Any of the above individuals may be replaced by another person to become a Key Person with the approval of the Participating Shareholders by way of a Qualified Resolution. During the Investment Period the AIFM shall suspend the investment process (which includes not making further Investments) and notify the Participating Shareholders without undue delay upon the Departure of the majority of the Key Persons. Upon the suspension of the investment process the Directors shall convene, without undue delay, a meeting of the Participating Shareholders in which the Participating Shareholders shall vote on terminating the Investment Period. The Directors shall send the notice for such meeting to the Participating Shareholders not later than 21 clear days before such meeting and shall include a description on how the business of the Company will be affected by the Departure of the Key Persons and how the management of the Company will be handled in the future. Upon an affirmative vote by the Participating Shareholders by way of a Qualified Resolution, the Investment Period shall be terminated and the Management Fee set out in section 8 hereof shall be reduced pro-rata by the amount of Subscribed Capital that has not been committed to or invested in Investments or has been reserved for fees and/or expenses in accordance with the Prospectus. Alternatively, where such vote is not in the affirmative the suspension shall be lifted and the investment process be resumed. Subsequently, the Investment Period shall be suspended upon the Departure of any one Key Person, unless otherwise resolved by the Participating Shareholders by way of a Qualified Resolution Subsequent Fund The AIFM and the Investment Advisor have agreed in their respective Management Agreement and Investment Advisory Agreement not to close a multi-investor pooled investment fund or similar vehicle (other than Alternative Investment Vehicles or Intermediate Investment Vehicles) with the same or substantially similar investment strategy as the Company until the earlier of (i) the expiry of the Investment Period or (ii) such time as 75% of the Subscribed Capital has been committed or reserved for Follow-On-Investments. The AIFM or the Investment Advisor may determine, at any time and at their sole discretion, that for legal, tax, regulatory or other considerations certain Participating Shareholders or applicants of the Company may benefit by participating in the Investments through one or more Alternative Investment Vehicles which shall be investing and divesting at the same time, pro rata to its subscribed capital, alongside the Company on substantially the same terms and conditions in all Private Equity Co-Investments meeting the investment objectives, the investment policies and the investment restrictions of the Company and such Alternative Investment Vehicles. Upon the request of any Participating Shareholders to participate in any such Alternative Investment Vehicle, the Directors may decide, in their sole discretion, that the Company shall compulsorily repurchase the Participating Shares of such Participating Shareholders and release such Participating Shareholders from their Unfunded Subscriptions in return for their equivalent subscription to such Alternative Investment Vehicle. In this event and notwithstanding section hereof, the AIFM and/or the Investment Advisor or any affiliate thereof may, at any time, effect the establishment, placement and management of such Alternative Investment Vehicle which shall be controlled by the AIFM and/or the Investment Advisor or any affiliate thereof and shall be governed by organizational documents containing provisions substantially similar in all material respects to those of the Company, with such differences as may be appropriate to accommodate legal, tax, regulatory or other similar considerations. The Company shall be entitled to sell for cash and transfer, at the Directors discretion, the pro rata share of each Private Equity Co-Investment (incl. the respective uncalled commitments related thereto) to the Alternative Investment Vehicle at cost plus interest of up to LIBOR plus 2% plus any other incidental costs such as but not limited to transfer charges, transaction fees, depository fees, administrative fees, credit facility stand-by fees and other fees as well as taxes applicable to such Private Equity Co-Investments. The proceeds of such sale shall be for the benefit of the Company and may be distributed to the Participating Shareholders subject to recall pursuant to section 6.5 hereof ALTERNATIVE INVESTMENT VEHICLES 54

55 8 Fees and expenses payable to the AIFM in arrears within 15 calendar days after the relevant Net Asset Value calculation. 8.1 FEES PAYABLE TO AIFM According to the Management Agreement, the Company will be responsible for, and bears the fees of, the AIFM Management Fee From the Initial Closing Date, the AIFM will be entitled to an annual Management Fee calculated as a percentage of the Subscribed Capital (plus VAT, if any) in the first seven years following the Initial Closing Date and thereafter an annual Management Fee calculated as a percentage of the Remaining Cost Base in respect of Investments (plus VAT, if any) in accordance with the following: a. Class A Shares, Class E Shares and Class L Shares (listed) shall be charged with an annual Management Fee of: 0.60% p.a. of the Subscribed Capital in the first year following the Initial Closing Date; 0.80% p.a. of the Subscribed Capital in the second year following the Initial Closing Date; 1.00% p.a. of the Subscribed Capital thereafter until the end of the seventh year following the Initial Closing Date; and 1.00% p.a. of the Remaining Cost Base in respect of Investments. b. Class B Shares and Class F Shares (Euro denominated) shall be charged with an annual Management Fee of: 0.75% p.a. of the Subscribed Capital in the first year following the Initial Closing Date; 1.00% p.a. of the Subscribed Capital in the second year following the Initial Closing Date; 1.25% p.a. of the Subscribed Capital thereafter until the end of the seventh year following the Initial Closing Date; and 1.25% p.a. of the Remaining Cost Base in respect of Investments. c. Class O Shares shall not be charged with an annual Management Fee. To the extent and for the time the Management Fee is based on the Subscribed Capital the Management Fee will accrue and be payable by the Company quarterly in advance. When the Management Fee is based on the Net Asset Value the Management Fee will be calculated and accrued monthly and be payable in arrears on the final Business Day of each calendar quarter and aggregated across all Classes of Participating Shares shall be The AIFM shall reimburse the Company that portion of its fees paid in advance which relates to an unexpired term (as of the date of termination of the Company or of the Management Agreement) of the relevant period in respect of which those fees have been paid. Applicants whose Subscription is accepted at a Closing Date later than the Initial Closing Date shall be charged the Management Fee applicable as of the Initial Closing Date. The AIFM is entitled to be reimbursed by the Company for its reasonable out-of-pocket costs and expenses incurred in respect of the Company, which shall never exceed 0.1% of the total Net Asset Value on an annual basis. The fees and out-of-pocket expenses of the AIFM will be paid out of the assets of the Company Performance Fee The AIFM will be entitled to receive a once-off Performance Fee payable out of the proceeds attributable to each Private Equity Co-investment as follows: Once all outstanding obligations and expenses (including Management Fees) of the Company have been provided for, the Participating Shareholders holding Participating Shares other than Class O Shares shall receive distributions by way of repurchases of Participating Shares or dividend payments in the following order of priority: a. 100% to each such Participating Shareholder in an amount equal to its Contributed Capital until such time as such Participating Shareholder has received cumulative distributions in an amount equal to its Contributed Capital; b. 100% to each such Participating Shareholder to provide for an 8% compound annual rate of return on such Participating Shareholder s aggregate Net Contributed Capital; c. 100% to the AIFM until it has received, in the aggregate, an amount equal to 10% in respect of all Private Equity Co-Investments of the aggregate amounts distributed pursuant to b. above and this section c., calculated pro rata to the amounts distributed pursuant to a. and b. above attributable to such Private Equity Co-Investments; and d. Thereafter, any amount remaining in respect of all Private Equity Co-Investments after payment of the amounts outlined from a. to c. above shall be split in the ratio of 90% to the Participating Shareholders and 10% to the AIFM. The Performance Fees payable to the AIFM pursuant to c. and d. above will be paid during, as well as at the end of, the Closed End 55

56 Period, provided that there are sufficient funds available to pay such fees. No Performance Fee will be charged to the Participating Shareholders holding Class O Shares. The Performance Fee calculation will be verified by the Depositary or by a competent person appointed by the AIFM and approved for the purpose by the Depositary. In accordance with the AIF Rulebook, a subsequent increase in the Management Fee or the Performance Fee will require the approval of the Participating Shareholders by way of a Special Resolution Clawback If, immediately prior to the dissolution of the Company, the AIFM has received Performance Fees pursuant to section (c) and (d) and: (i) the AIFM has received aggregate distributions in excess of its split ratio pursuant to the Performance Fee set out in section 8.1.2(d), or (ii) the Participating Shareholders have not received distributions from the Company in an amount equal to the Contributed Capital plus an 8% compound annual rate of return on the Participating Shareholder s aggregate Net Contributed Capital, minimum fee of EUR 5,000 (to include fees relating to company secretarial services), and is entitled to be reimbursed its reasonable out-of-pocket expenses incurred on behalf of the Company. The Administrator shall reimburse the Company that portion of its fees paid in advance which relates to an unexpired term (as of the date of termination of the Company or the Administration Agreement) of the relevant period in respect of which the fees have been paid. 8.3 FEES PAYABLE TO INVESTMENT ADVISOR The Investment Advisor will be entitled to an annual fee (plus VAT, if any) out of the Management Fee and Performance Fee the AIFM receives under the Management Agreement and as separately agreed between the Investment Advisor and the AIFM. For the avoidance of doubt, these fees shall not be paid out the assets of the Company. The Investment Advisor shall reimburse the AIFM that portion of its fees paid in advance which relates to an unexpired term (as of the date of termination of the Company or of the Investment Advisory Agreement) of the relevant period in respect of which those fees had been paid. The Investment Advisor is also entitled to be reimbursed its reasonable out-of-pocket costs and expenses, incurred for the benefit of the AIFM. the AIFM shall repay to the Company any such excess distributions pursuant to paragraph (i) above and / or shall, in the case of paragraph (ii) above, repay to the Company the amount necessary to ensure that the Participating Shareholders receive distributions sufficient to distribute an amount equal to the Contributed Capital plus an 8% compound annual rate of return on the Shareholder s aggregate Net Contributed Capital. In neither case shall the AIFM be obliged to repay a sum greater than the aggregate amount of Performance Fees distributed to the AIFM less any taxation paid or payable by the AIFM or any of its shareholders in respect thereof. Any tax payments recovered by or refunded to the AIFM or any of its shareholders or any tax benefits obtained by them during the last two financial years in respect of the above amount shall be repaid to the Company and be distributed pro rata to the Participating Shareholders. 8.2 FEES PAYABLE TO ADMINISTRATOR The Administrator will be entitled to an annual fee of 0.06% (plus VAT, if any) of the Net Asset Value of the Company accruing monthly and payable quarterly in advance, subject to a monthly 8.4 FEES PAYABLE TO DEPOSITARY The Company will pay to the Depositary (i) trustee fees of up to 0.02% per annum (plus VAT, if any) of the Net Asset Value and (ii) custody fees equal to 0.02% per annum (plus VAT, if any) of the Net Asset Value subject to a capped fee of EUR 45,000 per annum, both fees accrued, calculated and payable monthly in arrears. In addition, the Depositary shall be entitled to a fee of EUR 170 for each subscription, redemption or transfer of non-cash assets, EUR 20 for every cash transfer and EUR 75 for every corporate action fee per mandatory event. The Depositary is also entitled to an annual fee of $7,500 for cash flow monitoring servicers. The Depositary is entitled to be reimbursed any expenses incurred by it on behalf of the Company. The Company will also reimburse the Depositary for the fees and expenses paid by the Depositary to any sub-custodian appointed by it. The fees of any such sub-custodian shall be at normal commercial rates. The Company shall also be responsible for customary agents' charges (where applicable) which have been incurred by any sub-custodian on behalf of that Company which shall also be at normal commercial rates. 56

57 The Depositary Fee will be calculated and accrued as of each Dealing Day and will be payable monthly in arrears. 8.5 FEES PAYABLE TO DIRECTORS The Company may pay aggregate fees to the Directors not to exceed EUR 25,000 per annum. No fees will be payable to any Directors who are employees of any Affiliate of the LGT Group. No other remuneration will be payable by the Company to the Directors except for the out-of-pocket expenses reasonably incurred by them, in the performance of their duties hereunder. No fees are accrued by the Company to provide pension, retirement or similar benefits. 8.6 FEES PAYABLE TO DISTRIBUTOR The fees payable to the Distributor shall be included in the Management Fee charged to the Company. 8.7 FEES PAYABLE TO THE IRISH PAYING AGENT 8.9 FEES OF UNDERLYING PRIVATE EQUITY CO-INVESTMENTS AND INTERMEDIATE INVETMENT VEHICLES The Company will generally seek to invest in Private Equity Co-Investment without any management fee, performance fee or carried interest being applied by the managers or sponsors of such Private Equity Co-Investment. In particular cases, however, the managers or sponsors may still charge a fee and costs related to the investment selection, monitoring and administrative processes, among others. These management fees typically amount to up to 1.5% of either net asset value or commitments to such Private Equity Co-Investment and/or a performance fee of typically up to 15% of the profits gained for investors on the Private Equity Co-Investment. Buyout oriented managers and sponsors usually offer investors a preferred return of 8% per annum before the manager is entitled to receive its performance fee distribution out of the cumulative profits. Similarly, an additional layer of fees and expenses will be incurred by investing through Intermediate Investment Vehicles. In accordance with the Paying Agency Agreement, the Irish Paying Agent shall receive from the Company an annual fee of EUR 1,000 payable from the assets of the Listed Classes in arrears or such other amount as shall be as agreed in writing between the Company and the Irish Paying Agent from time to time. The Irish Paying Agent shall reimburse the Company that portion of its fees paid in advance which relates to an unexpired term (as of the date of termination of the Company or of the Paying Agency Agreement) of the relevant period in respect of which those fees had been paid. 8.8 ORGANISATIONAL EXPENSES AND PROCEEDS The preliminary and organisational expenses and the costs and expenses of and incidental to the offer of Participating Shares in respect of the Company (including expenses relating to the establishment of the Company and the negotiation and preparation of the contracts to which they are a party and the fees and expenses of its professional advisers), all of which are payable by the Company, shall not exceed EUR 500,000 (exclusive of VAT). Such costs and expenses will be discharged immediately out of the initial proceeds of the offering of Participating Shares. As of 30 June 2015, the Company has committed USD million to fourteen Co-investments which represents 33.6% of the total subscribed capital of USD million. Any fee or commission directly received by the AIFM, the Investment Advisor, their respective affiliates or any of the Directors from or by virtue of an investment by the Company in an Investment shall be paid into the assets of the Company OTHER EXPENSES Where the Company invests in a collective investment scheme managed by the AIFM, Investment Advisor or an associated or related company of the AIFM, then such manager must waive any initial subscription charge it may otherwise have charged. In addition, the Company will pay certain other costs and expenses incurred in its operation, including, without limitation, taxes, expenses for legal, auditing, company secretarial, tax and other consulting or due diligence services (including, for the avoidance of doubt, any break-up costs of prospective Investments which are not being completed), shareholder reports and meetings, promotional expenses, registration fees and other expenses due to supervisory authorities in various jurisdictions to include the regulatory fee payable to the Central Bank, all expenses and costs in the event of a subsequent liquidation of the Company; insurance, interest, brokerage costs and all professional fees and expenses incurred in connection therewith and the cost of the publication of the Net Asset Value and the Net Asset Value per Share. The Company will also pay costs, charges and expenses (including the fees of legal advisers) in relation to the preparation and updating (if and when necessary including fees and expenses necessarily incurred in enhancing the Company upon the introduction of AIFMD to bring it in line with its requirements)) of the Prospectus and all other documents and matters relating to or concerning the offering and any other fees, 57

58 charges and expenses on the creation and issue of Participating Shares. In the event that a listing is sought in respect of the Participating Shares, the Company will pay the costs of obtaining and maintaining a listing of the Participating Shares on any Recognised Exchange. 58

59 9 Calculation of Net Asset Value and reporting 9.1 CALCULATION OF NET ASSET VALUE The AIFM is responsible for ensuring that the Net Asset Value per Share is calculated and disclosed to Shareholders. The procedures and methodology for calculating the Net Asset Value per Share are summarised below. As part of its control function, the AIFM shall regularly verify and update as necessary these calculation procedures and methodologies. The Articles provide for the Administrator to determine the Net Asset Value and the Net Asset Value per Class on each Dealing Day which shall be notified to the Irish Stock Exchange without delay upon calculation. Prior to the Final Closing Date, determination of the Net Asset Value of the Company and the valuation of Assets shall take place on the last Dealing Day of each month. The Net Asset Value of the Company is calculated by the Administrator by deducting the value of the Company's liabilities from the value of the Company s assets. Where there is more than one Class in issue, the Net Asset Value per Share of the relevant Class shall be based on the number of Participating Shares in issue in each Class on the relevant Dealing Day. Where different entitlements, costs or liabilities apply in respect of different Classes, these are excluded from the initial calculation of the Net Asset Value of the Company and applied separately to the Net Asset Value attributed to the relevant Class. Prior to the Final Closing Date, determination of the Net Asset Value of the Company and the valuation of the Assets shall take place on a monthly basis on the last Dealing Day of each month. As of the Final Closing Date, the Net Asset Value per Share will be calculated on each Dealing Day by dividing the Net Asset Value of the assets of the Company on such Dealing Day by the number of Participating Shares in issue and rounding the result down to two decimal places of the Denominated Currency. As of the Final Closing Date, the Net Asset Value attributable to a Class shall be determined on each Dealing Day by calculating that portion of the Net Asset Value of the Company attributable to the relevant Class subject to adjustment to take account of assets and/or liabilities attributable to the Class. That portion of the Net Asset Value of the Company attributable to each Class shall then be converted into the relevant currency of denomination of the Class at the prevailing exchange rates and shall be divided by the number of Participating Shares of the relevant Class in issue on the relevant Dealing Day. The Net Asset Value per Share of each Class will then be calculated by dividing the Net Asset Value attributable to a Class by the number of Shares in issue in that Class. The amount, if any, accrued for payment as a distribution is then deducted from the amount allocated to the relevant Participating Shares to calculate the Net Asset Value attributable to those Participating Shares. Each Net Asset Value is then rounded down to the nearest cent to give the Net Asset Value per Share per Class. a. The assets of the Company shall be valued by the AIFM by reference to the prices or values available at close of business on the Dealing Day. b. The assets of the Company shall be deemed to include not only cash and property in the hands of the Depositary but also the amount of any cash to be received in respect of Participating Shares called by the Company. c. Where Investments have been agreed to be purchased or sold but such purchase or sale has not been completed, such Investments shall be included or excluded and the gross purchase or net sale consideration excluded or included, as the case may require, as if such purchase or sale had been duly completed. d. Where notice of a reduction of the share capital by the cancellation of Participating Shares has been given by the Administrator to the Depositary but such cancellation has not been completed, the assets of the Company shall be reduced by the amount payable to the Participating Shareholders upon such cancellation. e. There shall be added to the Company's assets any actual or estimated amount of any taxation of a capital nature which the Administrator or the AIFM has been advised is recoverable by the Company. f. There shall be added to the Company's assets a sum representing any interest or other income accrued, but not received (interest or other income being deemed to have accrued) in respect of the Company. g. There shall be added to the Company's assets the total amount (whether actual or estimated by the AIFM) of any claims for repayment of any taxation levied on income including claims in respect of the remuneration of the Administrator / AIFM and double taxation relief. The AIFM is responsible for ensuring that proper and independent valuation of the assets of the Company can be performed. The assets and liabilities of the Company will be valued in accordance with the valuation policy of the AIFM contained and consistent with the provisions outlined below. Specific details on the method of valuation of the assets and liabilities of the Company are set out in the valuation policy of the AIFM and include the following: 59

60 (a) Details of the competence and independence of the personnel who are effectively carrying out the valuation of assets; (b) The specific investment strategies of the Company; (c) The controls over the selection of valuation inputs and the assets that the Company might invest in; (d) The escalation channels for resolving differences in values for assets; (e) The valuation of any adjustments related to the size and liquidity of positions, or to changes in the market conditions, as appropriate; (f) The appropriate time for closing the books for valuation purposes; (g) The appropriate frequency for valuing assets. Any variation from the models used to value the assets of the Company shall be explained and justified in an update to the AIFM's valuation policy including the reason for the change of the model, and details on the new model and the rationale for using it. The method of calculating the value of the assets of the Company is as follows: a. Any investment listed or dealt on a Recognised Exchange shall be calculated by reference to the last bid price or, if unavailable, the latest mid-market price as at close of business on the Dealing Day, provided that the value of any Investment listed or traded on a Recognised Exchange but acquired or traded at a premium or at a discount outside or off the relevant Recognised Exchange may be valued taking into account the level of premium or discount as at the Dealing Day provided that (i) the AIFM or (ii) a competent person, firm or entity appointed by the AIFM (which will be approved for the purpose by the Depositary) must ensure that the adoption of such a procedure is justifiable in the context of establishing the probable realisation value of the Investment. Such premia or discounts thereon above shall be provided by an independent broker or market maker or if such premia/discounts are unavailable, by the AIFM (i.e. if no price is available, then the AIFM may be appointed as competent person to value the Investment); b. If an Investment is listed on several Recognised Exchanges, the last bid price/ latest mid-market price as at the Dealing Day on the Recognised Exchange which in the opinion of the AIFM, constitutes the main market for such Investments will be used; c. Investments which are not listed or traded on a Recognised Exchange or which are listed or traded on a Recognised Exchange but in respect of which last bid price/ latest mid-market price is not available or in respect of which the available last bid price/ latest mid-market price does not in the opinion of the AIFM, or of a competent person, firm or corporation appointed by the AIFM and who has been approved for the purpose by the Depositary, represent fair market value shall be valued at their probable realisation value estimated with care in good faith by (i) the AIFM or (ii) a competent person, firm or entity appointed by the AIFM and who has been approved for the purpose by the Depositary; d. exchange traded derivative instruments (including swaps, futures, share price index futures and options) dealt in on a Recognised Exchange shall be valued at the closing settlement price for such instruments on such market as at the Dealing Day provided that where such closing settlement price is not available for any reason as at a Dealing Day, such value shall be the probable realisation value estimated with care and in good faith by (i) the AIFM or (ii) a competent person, firm or entity appointed by the AIFM which will be approved for the purpose by the Depositary. The value of any off-exchange traded derivative instruments shall be the price provided for such contracts from an independent pricing service and, if unavailable, the quotation provided by the relevant counterparty at the Dealing Day and shall be valued at least monthly. The valuation shall be approved or verified at least monthly by a party independent of the counterparty appointed by the AIFM and who has been approved for this purpose by the Depositary. Alternatively, an over-the-counter derivative contract may be valued monthly on the basis of a quotation from an independent pricing vendor with adequate means to perform the valuation or other competent person, firm or corporation selected by the AIFM and approved for the purpose by the Depositary. Where this alternative valuation is used the AIFM must follow international best practice and adhere to the principles on such valuations established by bodies such as the International Organisation of Securities Commissions and the Alternative Investment Management Association. Any such alternative valuation must be reconciled to the counterparty valuation on a monthly basis. Where significant differences arise these must be promptly investigated and explained. Forward foreign exchange contracts shall be either valued, in accordance with the valuation provisions for off-exchange traded derivatives or by reference to the prevailing market maker evaluations namely; the price as at the Dealing Day at which a new forward exchange contract of the same size and maturity could be undertaken or at the settlement price provided by the counterparty; e. units or shares in collective investment schemes shall be valued at the latest available bid price of the unit or share as at the relevant Dealing Day as advised by the relevant collective investment scheme or its manager. If no such valuation is provided by the collective investment scheme or its manager, or if in the opinion of the AIFM the valuation provided does not represent fair market value, the value of such investments shall be estimated with care and in good faith by a competent person appointed by the AIFM or their delegate 60

61 and approved for the purpose by the Depositary. The last available net asset value per unit or share may include estimated valuations provided by those collective investment schemes or their managers, more particularly when final valuations are not available yet when the net asset value of the Company is being calculated. Accordingly the value of such investments may require (on receipt of subsequently revised final valuations) re-adjustment in certain exceptional circumstances, including, but not limited to, a revision arising from the audit of the financial statements of a relevant collective investment scheme where in the opinion of the AIFM it would have a material effect on the Net Asset Value of the Company. Any such adjustment will only be made against the Company's current Net Asset Value and previous Net Asset Value calculations will not be revised; f. private equity securities will be valued in accordance with the applicable guidelines issued by the European Private Equity and Venture Capital Association (EVCA), subject to paragraph (k) below; g. assets denominated in a currency other than in the Denominated Currency shall be converted into that Denominated Currency at the rate (whether official or otherwise) which the AIFM or such competent person appointed by the AIFM and approved for such purpose by the Depositary deems appropriate in the circumstances; h. the value of any cash in hand or on deposit, prepaid expenses, cash dividends and interest declared or accrued and not yet received as at the Dealing Day will normally be valued at nominal value plus accrued interest, where applicable, as at the Dealing Day (unless in any case the AIFM or its delegate is of the opinion that the same is unlikely to be paid or received in full in which case the value thereof shall be arrived at after making such discount as the AIFM or its delegate may consider appropriate in such case to reflect the true value thereof); i. certificates of deposit, treasury bills, bank acceptances, trade bills and other negotiable Investments should each be valued at each Dealing Day at the last bid price/ latest mid-market price on the market in which these Investments are traded or admitted for trading (being the market which is the sole market or in the opinion of the AIFM or its delegate is the principal market on which the Investments in question are quoted or dealt in) plus any interest accrued thereon from the date on which same were acquired. The value of any certificate of deposit or treasury bill which is not listed or admitted for trading shall be the probable realisation thereof estimated with care and good faith by the AIFM or another competent person appointed by the AIFM, provided that the AIFM or such other competent person has been approved for such purpose by the Depositary; j. the AIFM or its delegate may, where the Company invests in money market instruments, value those instruments using amortised cost, in accordance with the requirements of the Central Bank; k. the AIFM or its delegate may adjust the value of any Investment if, having regard to its currency, marketability, applicable interest rates, anticipated rates of dividend, maturity, liquidity or any other relevant considerations, they consider that such adjustment is required to reflect the fair value thereof as at any Dealing Day; and l. if in any case a particular value is not ascertainable as provided from paragraphs (a) to (k) above or if the AIFM or its delegate shall consider that some other method of valuation better reflects the probable realisation value of the relevant Investment, then in such case the method of valuation of the relevant Investment shall be such as the AIFM or other competent person appointed by the AIFM shall determine, such method of valuation to be approved by the Depositary.; Prices shall be obtained by the AIFM from independent sources whenever possible and appropriate including from independent brokers in respect of Investments traded on an over-the-counter market and/or premiums or discounts thereon shall be obtained by the Investment Advisor and provided directly to the AIFM or by the brokers. The AIFM has put in place safeguards for the functionally independent performance, at team level, of the valuation task as required by AIFMD. Such safeguards include measures to prevent or restrain any person from exercising inappropriate influence over the way in which a person carries out valuation activities. The liabilities of the Company shall be valued by reference to the prices or value as at close of business on the Dealing Day and shall be deemed to include: a. the total amount of any actual or estimated liabilities properly payable out of the assets of the Company including any and all outstanding borrowings of the Company, the total amount thereof; in the case of all interest on such liabilities the total amount thereof accrued up to the relevant Dealing Day; in the case of fees and expenses payable on such liabilities (but excluding liabilities taken into account in determining the value of the assets of the Company) the total amount thereof payable on or prior to the relevant Dealing Day; and in the case of unrealised capital gains any estimated liability for tax thereon (if any) as of the relevant Dealing Day; b. such sum in respect of tax (if any) on capital gains realised during the current Accounting Period of the Company prior to the valuation being made as in the estimate of the AIFM or its delegate will become payable; 61

62 c. the amount of any distribution (if any) declared by the Company during the last preceding Accounting Period of the Company but not distributed in respect thereof; d. the remuneration of the AIFM, the Depositary, the Administrator and the Distributor accrued but remaining unpaid together with a sum equal to the value added tax chargeable thereon (if any) payable on or prior to the relevant Dealing Day; e. the following expenses payable on or prior to the relevant Dealing Day: i. all taxes and government duties which may be payable on the assets, income and expenses chargeable to the Company; ii. standard brokerage and bank charges incurred by the Company's business transactions; iii. remuneration, fees and expenses due to the Auditors, the Secretary, the legal advisers to the Company and any committee appointed by the Directors or the AIFM (including value added tax, if any, thereon); iv. fees (if any) and expenses of the Directors; v. the regulatory fee payable to the Central Bank; vi. all expenses connected with publication and supply of information to Participating Shareholders of the Company, in particular the cost of printing and distributing the annual audited report and unaudited half yearly report as well as any Prospectus and the cost of publishing prices of Participating Shares in any journal, newspaper or other medium and the costs incurred in respect of meetings of Shareholders; vii. all expenses involved in registering the Company with governmental agencies and Recognised Exchanges and maintaining such registrations including the preparation of financial statements for submission to the Central Bank; viii. all expenses incurred in listing and maintaining the admission of the Participating Shares of the Company to the Official List and trading on the Main Securities Market of the Irish Stock Exchange (if listed) or on any other stock exchange to which the Participating Shares have been admitted; and ix. all expenses incurred in connection with the Company's operation and management including but not limited to the reasonable out-of-pocket expenses of the AIFM, the Depositary, the Paying Agent and the Administrator and any transaction fee payable to the Depositary or any sub-custodian from time to time; f. the total amount (whether actual or estimated by the AIFM or a competent person appointed by the AIFM approved for the purpose by the Depositary) of any other liabilities in respect of the Company (other than the remuneration of the AIFM, the Depositary, the Paying Agent and the Administrator) properly payable out of the assets of the Company (including all establishment and on-going administrative fees, costs and expenses) on or prior to the relevant Dealing Day; g. an amount as of the relevant Dealing Day representing the projected liability of the Company in respect of any options written by the Company; and h. an amount as of the relevant Dealing Day representing the projected liability of the Company in respect of costs and expenses to be incurred by the Company in the event of a subsequent liquidation. In calculating the Net Asset Value of the Company appropriate provisions will be made to account for the charges and fees charged to the Company as well as accrued income on the Company's Investments. The AIFM may, with the approval of the Depositary, adjust the value of such Investments if, in relation to currency, marketability and such other considerations as they deem relevant, they consider that such adjustment is required to reflect the fair value thereof. The Directors may, with the consent of the Depositary, at any time and from time to time, temporarily suspend the calculation of the Net Asset Value per Share or the Net Asset Value of the Company, and the issue of Participating Shares in any of the following instances: a. during any period (other than ordinary holiday or customary weekend closings) when any market or Recognised Exchange is closed and which is the main market or Recognised Exchange for a significant part of the Company's Investments, or in which trading thereon is restricted or suspended; b. during any period when an emergency exists as a result of which disposal by the Company of Investments which constitute a substantial portion of the assets of the Company is not practically feasible; or it is not possible to transfer monies involved in the acquisition or disposition of Investments at normal rates of exchange; or it is not practically feasible for the AIFM to fairly determine the value of any Investments of the Company; c. during any breakdown in the means of communication normally employed in determining the price of any of the Company's Investments or of current prices on any market or Recognised Exchange; d. when for any reason the prices of any Investments owned by the Company cannot be reasonably, promptly or accurately ascertained; or e. during any period when remittance of monies which will or may be involved in the realisation of or in the payment for any of the Company s Investments cannot, in the opinion of the Directors, be carried out at normal rates of exchange. 62

63 Notice of any such suspension and notice of the determination of any such suspension shall be given immediately to Central Bank in any event within the working day on which such suspension took effect, Shareholders and to the Irish Stock Exchange. The Administrator shall take all reasonable steps to bring such a period of suspension to an end as soon as possible. 9.2 ACCOUNTS AND INFORMATION Reports The financial year of the Company ends on 31 December in each year, commencing on 31 December Annual reports and audited accounts of the Company will be sent to the Participating Shareholders thereof and to the CAO within four months from the end of the period to which they relate. Unaudited semi-annual reports will be prepared in respect of the Company as of 30 June in each year and will also be sent to the respective Participating Shareholders and the CAO within two months of the end of the period to which they relate. Quarterly reports will be prepared in respect of the Company as of 31 March, 30 June, 30 September and 31 December in each year and will also be sent to the respective Participating Shareholders within two months of the end of the period to which they relate. The first annual report of the Company is dated 30 April 2014 and the first semi-annual report is for the period ending 30 June The Articles, the latest annual report of the Company, the latest Net Asset Value per Share and the historical performance of the Company will be available to prospective shareholders before they invest in the Company at the registered office of the Administrator. Except where the determination of the Net Asset Value per Share has been suspended in the circumstances described above, the Net Asset Value per Share as of each Dealing Day will be available to the respective Participating Shareholders at the registered office of the Administrator. The Net Asset Value per Share of all listed Classes will be notified to the CAO immediately upon calculation Periodic disclosure to Shareholders by the AIFM The AIFM will periodically (and on at least an annual basis) make available to Shareholders the following information, which shall be available by contacting the AIFM at the following address/telephone number/address: lgt.cpeire@lgt.com Phone: Fax: a. the current risk profile of the Company and the risk management systems employed by the AIFM to manage those risks, including (i) measures to assess the sensitivity of the Company s portfolio to the most relevant risks to which the Company is or could be exposed; (ii) if risk limits set by the AIFM have been or are likely to be exceeded and where these risk limits have been exceeded, a description of the circumstances and the remedial measures taken; (iii) any change to the risk management systems employed by the AIFM and the anticipated impact of the change on the Company and the Shareholders. b. information on any changes to the AIFM's liquidity management systems and procedures for the Company. c. Where relevant, the terms under which redemption is permitted and circumstances determining when management discretion applies shall also be disclosed, as well as any voting or other restrictions exercisable, the length of any lock-up or any provision concerning first in line or pro-rating on gates and suspensions. d. the total amount of leverage actually employed by that Company calculated in accordance with the gross and commitment methods as required under AIFMD. As the Company is closed-ended repurchases of Participating Shares at the request of Participating Shareholders are not permitted. Accordingly, there will be no special arrangements to manage liquidity that impact the specific redemption rights of Shareholders that need to be reported Regular disclosure to Shareholders by the AIFM The AIFM shall include the following information in the quarterly reports: a. the total amount of leverage employed by the Company calculated in accordance with the gross and commitment methods as required under AIFMD; and b. information on changes to the maximum level of leverage which the AIFM may employ on behalf of the Company as well as any right of the reuse of collateral or any guarantee granted under the leveraging arrangements. Shareholders may, upon request, be entitled to receive additional information, confirmations and disclosures in relation to the Company Confidentiality In the course of its investment business, the Company typically enters into agreements in which it, among others, agrees to keep strictly confidential any information it receives. As a result, 63

64 improper use or disclosure of any information to Participating Shareholders from the Company, via reports or otherwise, could have a material adverse effect upon the Company and/or its Investments, the AIFM or the Investment Advisor. Through the Subscription Agreement Participating Shareholders are therefore required to keep confidential and not to disclose to any person, without the prior written consent of the AIFM, to any party (other than to its affiliates, employees, auditors, legal counsel, professional advisers or prospective transferees, provided that such recipient does not, directly or indirectly, compete with the business of the Company, the AIFM or the Investment Adviser and agree to be bound by the same confidentiality) any information other than the Participating Shareholders Subscribed Capital, Contributed Capital and the Net Asset Value and such other information as may be confirmed in writing with the Company, the AIFM or the Investment Advisor, unless any such information (i) has become generally available to the public other than through the breach of this clause, or (ii) to the extent necessary in order to comply with any law, order, regulation, ruling or other governmental request applicable to the Participating Shareholder. Participating Shareholders that, directly or indirectly, are or become subject to either section 552(a) of Title 5, United States Code (commonly known as the Freedom of Information Act ) or any similar public disclosure law, rule or regulation of any governmental or non-governmental entity, whether foreign or domestic, and whether currently in force or enacted in the future, that could require similar or broader public disclosure of confidential information provided to such Participating Shareholders, agree that such Participating Shareholders will immediately notify the AIFM in the event it is or otherwise becomes subject to any such law, rule or regulation at any time during the Closed End Period. Such Participating Shareholder also agrees to treat any and all information received from any of the Company, the AIFM or the Investment Advisor as trade secret or equivalent. provided to such Participating Shareholder to the extent deemed meaningful to protect their interests and may require such Participating Shareholder to return all information already received provided that such Participating Shareholder shall have the right to retain information on a confidential basis to the extent that the retention of such information is required by law, rule, regulation or internal policy including the rules of a professional body, governmental agency or for audit purposes Data Protection Prospective investors should note that by completing the Subscription Agreement they are providing personal information to the Company, which may constitute personal data within the meaning of data protection legislation in Ireland. Data may be disclosed to third parties including regulatory bodies, tax authorities in accordance with the European Savings Directive, delegates, advisers and service providers of the Company and their or the Company s duly authorised agents and any of their respective related, associated or affiliated companies wherever located (including outside the EEA) for the purposes specified. By signing the Subscription Agreement, investors consent to the obtaining, holding, use, disclosure and processing of data for any one or more of the purposes set out in the Subscription Agreement. Investors have a right of access to their personal data kept by the Company and the right to amend and rectify any inaccuracies in their personal data held by the Company by making a request to the Company in writing. Each Participating Shareholder who receives a request for public disclosure of any information provided to such Participating Shareholder by any of the Company, the AIFM or the Investment Advisor shall (i) promptly notify the AIFM of such disclosure request and promptly provide the AIFM with a copy of such disclosure request or a detailed summary of the information being requested, (ii) inform the AIFM of the timing for responding to such disclosure request and (iii) consult with the AIFM regarding the response to such disclosure request to the extent that such disclosure is legally permissible. To the extent the Directors, the AIFM or the Investment Advisor believe that a Participating Shareholder will not be able to ensure the confidential treatment of information the Company, the AIFM or the Investment Advisor may restrict the information 64

65 10 Taxation 10.1 GENERAL The information provided in this section is not exhaustive and does not constitute legal or tax advice. Prospective investors should consult their own professional advisers as to the implications of their subscribing for, purchasing, holding, switching or disposing of Participating Shares under the laws of the jurisdictions in which they may be subject to tax. Shareholders are also advised to inform themselves as to any exchange control regulations applicable in their country of residence. The Directors recommend that Shareholders obtain tax advice from an appropriate source in relation to the tax liability arising from the holding of Shares in the Company and any investment returns from those Shares. The following is a brief summary of certain aspects of Irish taxation law and practice relevant to the transactions contemplated in this Prospectus. It is based on the law and practice and official interpretation currently in effect. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment in the Company is made will endure indefinitely, as the basis for and rates of taxation can fluctuate. The income and capital gains (if any) which the Company receives with respect to the Investments (other than securities of Irish issuers) may be subject to taxes, including withholding taxes, in the countries in which the issuers of the Investments are located. It is anticipated that the Company may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Ireland and such countries. The Directors will have sole discretion as to whether the Company will apply for such benefits and may decide not to apply for such benefits if they determine that it may be administratively burdensome, cost prohibitive or otherwise impractical. If this position changes in the future and the application of a lower rate results in a repayment to the Company the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Participating Shareholders ratably at the time of repayment. The Directors will use their commercially reasonable efforts to provide to each Participating Shareholder such information in relation to the Company as it shall be legally required to be produced by such Participating Shareholder or its beneficial owner to file the respective tax returns in a timely manner in their respective jurisdiction IRISH TAXATION The Directors have been advised that on the basis that the Company is an investment undertaking resident in Ireland for taxation purposes the taxation position of the Company and the Participating Shareholders is as set out below The Company The Company will be regarded as resident in Ireland for tax purposes if the central management and control of its business is exercised in Ireland and the Company is not regarded as resident elsewhere. It is the intention of the Directors that the business of the Company will be conducted in such a manner as to ensure that it is Irish resident for tax purposes. The Directors have been advised that the Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Act. Under current Irish law and practice, on that basis, the Company is not chargeable to Irish tax on its income and gains so long as the Company is resident in Ireland for tax purposes in Ireland. However, tax can arise on the happening of a chargeable event in the Company. A chargeable event includes any distribution payments to Participating Shareholders by the Company in respect of their Shares or any encashment, redemption, cancellation, transfer or deemed disposal (a deemed disposal will occur at the expiration of a Relevant Period) (a Deemed Disposal ) of Participating Shares or the appropriation or cancellation of Participating Shares of a Participating Shareholder by the Company for the purposes of meeting the amount of tax payable on a gain arising on a transfer. No tax will arise on the Company in respect of chargeable events in respect of a Participating Shareholder who is neither Irish Resident nor Ordinarily Resident in Ireland at the time of the chargeable event provided that a Relevant Declaration is in place and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct. In the absence of either a Relevant Declaration or the Company satisfying and availing of the prescribed Equivalent Measures there is a presumption that the investor is Irish Resident or Ordinarily Resident in Ireland. A chargeable event does not include: a. Any transactions (which might otherwise be a chargeable event) in relation to Participating Shares held in a recognised clearing system as designated by order of the Irish Revenue Commissioners; b. A transfer by a Participating Shareholder of the entitlement to a Participating Share where the transfer is between spouses or civil partners and former spouses or civil partners, subject to certain conditions; 65

66 c. An exchange of Participating Shares arising on a qualifying amalgamation or reconstruction (within the meaning of Section 739H of the Taxes Act) of the Company with another Irish investment undertaking; d. The cancellation of shares in the Company arising from an exchange in relation to a scheme of amalgamation (as defined in section 739HA) or; e. An exchange by a Participating Shareholder effected by way of an arm s length bargain where no payment is made to the Participating Shareholder of Participating Shares in the Company for other shares in the Company. If the Company becomes liable to account for tax if a chargeable event occurs, the Company shall be entitled to deduct from the payment arising on a chargeable event an amount equal to the appropriate tax and/or where applicable, to appropriate or cancel such number of Participating Shares held by the Participating Shareholder or the beneficial owner of the Participating Shares as are required to meet the amount of tax. The relevant Shareholder shall indemnify and keep the Company indemnified against loss arising to the Company by reason of the Company becoming liable to account for tax on the happening of a chargeable event if no such deduction, appropriation or cancellation has been made Participating Shareholders (i) Participating Shares held in a Recognised Clearing System Any payments to a Participating Shareholder or any encashment, redemption, cancellation or transfer of Participating Shares held in a Recognised Clearing System will not give rise to a chargeable event in the Company. There is ambiguity in the legislation as to whether the rules outlined in this paragraph with regard to Participating Shares held in a Recognised Clearing System, apply in the case of chargeable events arising on a deemed disposal. Therefore, as previously advised, Participating Shareholders should seek their own tax advice in this regard. Thus the Company will not have to deduct any Irish taxes on such payments regardless of whether they are held by Participating Shareholders who are Irish Residents or Ordinarily Resident in Ireland. However, Participating Shareholders who are Irish Resident or Ordinarily Resident in Ireland or who are not Irish Resident or Ordinarily Resident in Ireland but whose Participating Shares are attributable to a branch or agency in Ireland may still have a liability to account for Irish tax on a distribution or encashment, redemption or transfer of their Participating Shares. Dividends received by the Company from Investments in Irish equities may be subject to Irish dividend withholding tax at the standard rate of income tax (currently 20%). However, the Company can make a declaration to the payer that it is a collective investment undertaking beneficially entitled to the dividends which will entitle the Company to receive such dividends without deduction of Irish dividend withholding tax. To the extent any Participating Shares are not held in a Recognised Clearing System at the time of a chargeable event, the following tax consequences will typically arise on a chargeable event. (ii) Participating Shareholders who are neither Irish Residents nor Ordinarily Resident in Ireland Stamp Duty On the basis that the Company qualifies as an investment undertaking within the meaning of section 739B TCA, no stamp duty is payable in Ireland on the issue, transfer, repurchase or redemption of Participating Shares in the Company. Where any subscription for or redemption of Shares is satisfied by the in specie transfer of securities, property or other types of assets, Irish stamp duty may arise on the transfer of such assets. No Irish stamp duty will be payable by the Company on the conveyance or transfer of stock or marketable securities provided that the stock or marketable securities in question have not been issued by a company registered in Ireland and provided that the conveyance or transfer does not relate to any immovable property situated in Ireland or any right over or interest in such property or to any stocks or marketable securities of a company (other than a company which is an investment undertaking within the meaning of Section 739B of the Taxes Act) which is registered in Ireland. The Company will not have to deduct tax on the occasion of a chargeable event in respect of a Participating Shareholder if (a) the Participating Shareholder is neither Irish Resident nor Ordinarily Resident in Ireland, (b) the Company (i) is in possession of a Relevant Declaration on or about the time when the Participating Shares are applied for or acquired by the Participating Shareholder to the effect that the Shareholder is not an Irish Resident, or (ii) the Company is in possession of written notice of approval from the Revenue Commissioners to the effect that the requirement to provide a Relevant Declaration is deemed to have been complied with in respect of that Shareholder and the written notice of approval has not been withdrawn by the Revenue Commissioners ("Equivalent Measures") and (c) the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct. In the absence of either a Relevant Declaration (provided in a timely manner) or the Company satisfying and availing of the prescribed Equivalent Measures tax will arise on the happening of a chargeable event in the Company regardless of the fact that a Participating Shareholder is 66

67 neither Irish Resident nor Ordinarily Resident in Ireland. The appropriate tax that will be deducted is as described below. To the extent that a Participating Shareholder is acting as an Intermediary on behalf of persons who are neither Irish Resident nor Ordinarily Resident in Ireland no tax will have to be deducted by the Company on the occasion of a chargeable event provided that either (i) the Company satisfied and availed of the Equivalent Measures or (ii) the Company is in possession of a Relevant Declaration that the Intermediary is not acting on behalf of such persons and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct. Where the Exempt Irish Shareholder is not a company and tax has not been deducted by the Company, the payment shall be treated as if it were a payment from an offshore fund and taxed in accordance with sections 747D and section 747E TCA. Provided the Exempt Irish Shareholder has correctly included the income or disposal in its tax return, tax at the rate of 33% must be paid in respect of annual or more frequent distributions by the Company and at the rate of 36% in respect of any other payment by the Company to the Exempt Irish Shareholder in respect of its Shares or in relation to any sale, transfer, cancellation, redemption or repurchase of Shares. No further Irish tax will be payable by the Exempt Irish Shareholder in respect of that payment or disposal. Participating Shareholders who are neither Irish Residents nor Ordinarily Resident in Ireland and either (i) the Company has satisfied and availed of the Equivalent Measures or (ii) such Participating Shareholders have made Relevant Declarations in respect of which the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct, will not be liable to Irish tax in respect of income from their Participating Shares and gains made on the disposal of their Participating Shares. However, any corporate Participating Shareholder which is not Irish Resident and which holds Participating Shares directly or indirectly by or for a trading branch or agency in Ireland will be liable to Irish tax on income from their Participating Shares or gains made on disposals of the Participating Shares. Where tax is withheld by the Company Irish legislation provides for a refund of tax only to companies within the charge to Irish corporation tax, to certain incapacitated persons and in certain other limited circumstances. (iii) Exempt Irish Shareholders From 1 January 2014, the 33% and 36% rates of tax to be deducted upon the occurrence of a chargeable event will be replaced by a single rate of 41%. Final implementation of these rate changes is subject to the enactment of certain legislative provisions as part of Finance (No.2) Act Where the Exempt Irish Shareholder is a company, the amount of the payment to the Exempt Irish Shareholder will be treated as income arising which is chargeable to Irish tax. Where the payment is in respect of the sale, transfer, cancellation, redemption or repurchase of Shares, such income shall be reduced by the amount of the consideration in money or money's worth given by the Exempt Irish Shareholder on the acquisition of the Shares. Where the payment is not taxable as trading income for the company, it will be chargeable to tax under Schedule D Case IV. Where the payment is taxable as trading income for the company, it will be chargeable to tax under Schedule D Case I. The rate of corporation tax applicable to Schedule D Case IV income is currently 25%. The rate of corporation tax applicable to Schedule D Case I income is 12.5%. The Company is not required to deduct tax in respect of an Exempt Irish Shareholder so long as the Company is in possession of a completed Relevant Declaration from those persons and the Company has no reason to believe that the Relevant Declaration is materially incorrect. The Exempt Irish Shareholder must notify the Company if it ceases to be an Exempt Irish Shareholder. Exempt Irish Shareholders in respect of whom the Company is not in possession of a Relevant Declaration will be treated by the Company as if they are not Exempt Irish Shareholders. Exempt Irish Shareholders may be liable to Irish tax on their income, profits and gains in relation to any sale, transfer, repurchase, redemption or cancellation of Shares or dividends or distributions or other payments in respect of their Shares. It is the obligation of the Exempt Irish Shareholder to account for tax to the Revenue Commissioners. (iv) Participating Shareholders who are Irish Residents or Ordinarily Resident in Ireland Unless a Participating Shareholder is an Exempt Irish Investor and makes a Relevant Declaration to that effect and the Company is not in possession of any information which would reasonably suggest that the information contained therein is no longer materially correct or unless the Participating Shares are purchased by the Courts Service, tax at the rate 33% will be required to be deducted by the Company from a distribution (where payments are made annually or at more frequent intervals) to a Participating Shareholder who is Irish Resident or Ordinarily Resident in Ireland. Similarly, tax at the rate of 36% will have to be deducted by the Company on any other distribution or gain arising to the Participating Shareholder (other than an Exempt Irish Investor who has made a Relevant Declaration) on an encashment, 67

68 redemption, cancellation, transfer or deemed disposal (subject to the 10% threshold below) of Participating Shares by a Participating Shareholder who is Irish Resident or Ordinarily Resident in Ireland. From 1 January 2014, the 33% and 36% rates of tax to be deducted upon the occurrence of a chargeable event will be replaced by a single rate of 41%. Final implementation of these rate changes is subject to the enactment of certain legislative provisions as part of Finance (No.2) Act An Irish Resident Shareholder who is not a company and is not an Exempt Irish Shareholder will not be liable to any further income or capital gains tax in respect of any sale, transfer, Deemed Disposal, cancellation, redemption or repurchase, of Shares or the making of any other payment in respect of their Shares. Where the Irish Resident Shareholder is a company which is not an Exempt Irish Shareholder, and the payment is not taxable as trading income under Schedule D Case I, the amount received will be treated as the net amount of an annual payment chargeable to tax under Schedule D Case IV from the gross amount of which income tax has been deducted at 25%. Where the Irish Resident Shareholder is a company which is not an Exempt Irish Shareholder, and the payment is taxable as trading income under Schedule D Case I, the following provisions apply: I. the amount received by the Shareholder is increased by any amount of tax deducted by the Company and will be treated as income of the Shareholder for the chargeable period in which the payment is made; II. where the payment is made on the sale, transfer, Deemed Disposal, cancellation, redemption or repurchase of Shares, such income will be reduced by the amount of consideration in money or money's worth given by the Shareholder for the acquisition of those Shares; and iii. the amount of tax deducted by the Company will be set off against the Irish corporation tax assessable on the Shareholder in respect of the chargeable period in which the payment is made. In addition an automatic exit tax exists for Participating Shareholders who are Irish Resident or Ordinarily Resident in Ireland in respect of Participating Shares held by them in the Company at the ending of a Relevant Period. Such Participating Shareholders (both companies and individuals) will be deemed to have disposed of their Participating Shares ( deemed disposal ) at the expiration of that Relevant Period and will be charged to tax at the rate of 36% on any deemed gain (calculated without the benefit of indexation relief) accruing to them based on the increased value (if any) of the Participating Shares since purchase or since the previous exit tax applied, whichever is later. The rates quoted above in the preceding paragraphs are subject to the enactment of certain legislative provisions as part of the Irish Finance Act For the purposes of calculating if any further tax arises on a subsequent chargeable event (other than chargeable events arising from the ending of a subsequent Relevant Period or where payments are made annually or at more frequent intervals), the preceding deemed disposal is initially ignored and the appropriate tax calculated as normal. Upon calculation of this tax, credit is immediately given against this tax for any tax paid as a result of the preceding deemed disposal. Where the tax arising on the subsequent chargeable event is greater than that which arose on the preceding deemed disposal, the Company will have to deduct the difference. Where the tax arising on the subsequent chargeable event is less than that which arose on the preceding deemed disposal, the Company will refund the Shareholder for the excess (subject to the paragraph headed 15% threshold below). 10% Threshold The Company will not have to deduct tax ( exit tax ) in respect of this deemed disposal where the value of the chargeable Shares (i.e. those Shares held by Shareholders to whom the declaration procedures do not apply) in the Company is less than 10% of the value of the total Shares in the Company and the Company has made an election to report certain details in respect of each affected Shareholder to Revenue (the Affected Shareholder ) in each year that the de minimus limit applies. In such a situation the obligation to account for the tax on any gain arising on a deemed disposal will be the responsibility of the Shareholder on a self-assessment basis ( self-assessors ) as opposed to the Company (or its service providers). The Company is deemed to have made the election to report once it has advised the Affected Shareholders in writing that it will make the required report. 15% Threshold As previously stated where the tax arising on the subsequent chargeable event is less than that which arose on the preceding deemed disposal (e.g. due to a subsequent loss on an actual disposal), the Company will refund the excess. Where however immediately before the subsequent chargeable event, the value of chargeable Shares in the Company does not exceed 15% of the value of the total Shares, the Company may elect to have any excess tax arising repaid directly by Revenue. The Company is deemed to have made this election once it notifies the Share- 68

69 holder in writing that any repayment due will be made directly by Revenue on receipt of a claim by the Shareholder. Other of the Participating Shares is neither domiciled nor Ordinarily Resident in Ireland; and (c) the Participating Shares are comprised in the gift or inheritance at the date of such gift or inheritance and at the valuation date. Participating Shareholders (depending on their own personal tax position) who are Irish Resident or Ordinarily Resident in Ireland may still be required to pay tax or further tax on a distribution or gain arising on an encashment, redemption, cancellation, transfer or deemed disposal of their Participating Shares. Alternatively they may be entitled to a refund of all or part of any tax deducted by the Company on a chargeable event. Equivalent Measures Personal Portfolio Investment Undertaking ( PPIU ) An investment undertaking will be considered a PPIU in relation to a specific investor where that investor can influence the selection of some or all of the property held by the investment undertaking. Depending on an individual's circumstances, an investment undertaking may be considered a PPIU in relation to some, none or all individual investors i.e. it will only be a PPIU in respect of those individuals who can "influence" selection. Any gain arising on a chargeable event in relation to an investment undertaking which is a PPIU in respect of an individual, will be taxed at the rate of56%. Specific exemptions apply where the property invested in has been widely marketed and made available to the public or for non-property investments entered into by the investment undertaking. Further restrictions may be required in the case of investments in land or unquoted shares deriving their value from land. From 1 January 2014, the 56% rate of tax on chargeable events in relation to a PPIU will be replaced by a rate of 60%. Final implementation of these rate changes is subject to the enactment of certain legislative provisions as part of Finance (No.2) Act For the avoidance of doubt the above PPIU provisions are only relevant for individual Shareholders who are Irish Resident or Ordinarily Resident in Ireland CAPITAL ACQUISTIONS TAX With regard to Irish tax residency for Capital Acquisitions Tax purposes, special rules apply for non-irish domiciled persons. A non-irish domiciled donee or disponer will not be deemed to be resident or ordinarily resident in Ireland at the relevant date unless; - that person has been resident in Ireland for the 5 consecutive years of assessment immediately preceding the year of assessment in which that date falls; and - that person is either resident or ordinarily resident in Ireland on that date Currency Gains Where a currency gain is made by an Irish Resident Shareholder on the disposal of Shares that Shareholder may be liable to capital gains tax in respect of any chargeable gain made on the disposal FATCA IMPLEMENATION IN IRELAND On 21 December 2012, the governments of Ireland and the United States signed an Agreement to Improve International Tax Compliance and to Implement FATCA (the Inter-Governmental Agreement ). FATCA was implemented in Ireland by Section 32 of the Finance Act 2013, and by the Financial Accounts Reporting (United States of America) Regulations 2014 which was published by the Irish Revenue Commissioners on 30 June This agreement will significantly increase the amount of tax information automatically exchanged between Ireland and the United States. It provides for the automatic reporting and exchange of information in relation to accounts held in Irish financial institutions by U.S persons and the reciprocal exchange of information regarding U.S. financial accounts held by Irish residents. It is likely that the Company will be subject to these rules. The disposal of Participating Shares may be subject to Irish gift or inheritance tax (Capital Acquisitions Tax). However, provided that the Company falls within the definition of investment undertaking (within the meaning of Section 739B of the Taxes Act), the disposal of Participating Shares by a Participating Shareholder is not liable to Capital Acquisitions Tax provided that (a) at the date of the gift or inheritance, the donee or successor is neither domiciled nor Ordinarily Resident in Ireland; (b) at the date of the disposition, the Participating Shareholder disposing ( disponer ) The Inter-Governmental Agreement provides that Irish financial institutions will report to the Irish Revenue Commissioners in respect of US account-holders and, in exchange, U.S. financial institutions will be required to report the U.S. Internal Revenue Service in respect of any Irish-resident account-holders. The two tax authorities will then automatically exchange this information on an annual basis. The Irish legislation implementing the agreement has not been published and a number of matters remain uncertain. 69

70 The Company (and/or the AIFM) shall be entitled to require investors to provide any information regarding their tax status, identity or residency in order to satisfy any reporting requirements which the Company may have as a result of the Inter-Governmental Agreement or any legislation promulgated in connection with the agreement and investors will be deemed, by their subscription for or holding of Shares to have authorised the automatic disclosure of such information by the Issuer or any other person to the relevant tax authorities. There can be no assurance that payments to the Company in respect of its assets, including on an investment, will not be subject to withholding under FATCA. Accordingly a Shareholder should consult its own tax advisors as to the potential implication of the US withholding taxes on the Shares before investing. effect of a Shareholder s failure to comply on the Company or any other Shareholder. A Shareholder who fails to comply with any of the above requirements in a timely manner shall (1) agree to take any steps the Directors reasonably deem to be necessary to effectuate the foregoing; and (2) indemnify the Company for all losses, cost, expenses, damages, claims and demands (including, but not limited to, any withholding tax, penalties or interest suffered by the Company) arising as a result of such Shareholder s failure to comply with the above requirements in a timely manner. The Company shall comply with the provisions of AFATCA, in particular Sections of the Internal Revenue Code and/or, as applicable, the corresponding intergovernmental agreement between Ireland and the United States which would allow for a simplified implementation of FACTA). The Company shall, if applicable, register with the US tax authority as an institution participating in FATCA. Each Shareholder will be required to provide any information or certifications (including without limitation information about such Shareholder s direct and indirect owners) that may reasonably be requested by the Company to allow the Company, any Investment or any member of any expanded affiliated group (as defined in Section 1471(e)(2) of the Code, as may be amended) to which the Company or any Investment belongs to (a) satisfy any information reporting requirements imposed by the FATCA; and (b) satisfy any requirements necessary to avoid withholding taxes under FATCA with respect to any payments to be received or made by the Company. The Directors may share the information referred to above with the US Internal Revenue Service, the Irish Tax Authorities or any other relevant tax or other governmental authority and may take any reasonable additional or ancillary actions as they deem necessary in their absolute discretion to comply with FATCA. If a Shareholder fails to comply with any of the above requirements in a timely manner, or is in any other respect deemed to be a recalcitrant account holder for the purposes of FATCA or is for any other reason deemed not to be compliant with FATCA or would prejudice the Company s ability to comply with FATCA, the Company may (i) repurchase and cancel that Shareholder s Shares and/or (ii) compel or effect the sale of that Shareholder s Shares to a third party (including, without limitation, an existing Shareholder) and/or (iii) take any other such actions as the Directors may reasonably be deemed necessary to enable the Company to comply with FATCA and to mitigate any adverse 70

71 10.3 UNITED STATES TAXATION Pursuant to U.S. Treasury Department Circular 230, Shareholders are hereby advised that: (i) any discussion of U.S. federal tax issues herein is not intended or written to be relied upon, and cannot be relied upon, by Shareholders for the purpose of avoiding penalties that may be imposed on Shareholders under the U.S. Internal Revenue Code; (ii) such discussion is included herein in connection with the promotion or marketing of interests in the Company; and (iii) Shareholders should seek advice based on their particular circumstances from an independent tax advisor. The following is a brief summary of certain United States federal income tax considerations of an investment in the Company by a Shareholder who is a United States person (a U.S. Shareholder ). For purposes of this summary, a United States person generally is any United States citizen or resident individual, any corporation or partnership organized under United States law, any estate (other than an estate the income of which, from sources outside the United States that is not effectively connected with a trade or business within the United States, is not includible in its gross income for United States federal income tax purposes), any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. This summary does not contain a comprehensive discussion of all United States federal income tax consequences that may be relevant to a U.S. Shareholder in view of that U.S. Shareholder s particular circumstances or (unless otherwise indicated) to certain U.S. Shareholders subject to special treatment under United States federal income tax laws, such as banks and certain other financial institutions, tax-exempt organizations and insurance companies, nor does it address any state, local or non-united States tax consequences of an investment in the Company. Each prospective U.S. Shareholder is advised to consult its own tax counsel as to the United States federal income tax consequences of the investment in the Company and as to applicable state, local or non-united States taxes. This discussion of United States federal income tax matters assumes that no U.S. Shareholder will own 10% or more of the Company United States Federal Tax Classification of the Company The Company will be treated as an association taxable as a corporation for United States federal income tax purposes. In addition, the Company likely will be classified as a passive foreign investment company ( PFIC ). If certain requirements are met the Company could also be treated as a controlled foreign corporation ( CFC ) for United States federal income tax purposes. A Shareholder could consult its own tax advisors regarding the United States federal income tax consequences of such classification United States Federal Taxation of the Company If the Company is treated as engaged in a United States trade or business for United States federal income tax purposes, it will be subject to United States federal corporate income tax on any income treated as effectively connected with such United States trade or business. In such case, the Company might also be subject to a branch profits tax on such income. The Company will be subject to a 30% United States federal withholding tax payable with respect to items of fixed or determinable annual or periodical income considered to be from sources within the United States, which term includes, among other things, certain interest income, dividends, rents and royalties United States Federal Tax Consequences to U.S. Shareholders Owning Shares in a PFIC In general, when a United States person sells or otherwise disposes of stock in a PFIC or receives certain excess distributions with respect to stock in a PFIC, the gain upon the sale or disposition or the amount of the excess distribution will be subject to tax as if the gain were realized or the distribution were received rateably over the period during which such United States person held the stock of the PFIC. In general, the tax is equivalent to United States federal income tax at the highest ordinary income tax rates in effect during the years in which the gain was deemed realized or the excess distribution was deemed received, plus an interest-like charge. The interest-like charge will apply to the tax amounts that are deemed due in each year of the United States person s holding period for the period from each such year through the due date of the United States person s federal income tax return for the year that includes the date on which the PFIC stock was disposed or the excess distribution was received. Assuming the Company is classified as a PFIC and a U.S. Shareholder timely elects to treat the Company as a qualified electing fund ( QEF ), the PFIC rules described above would not apply to that U.S. Shareholder with respect to the Company. Instead, the U.S. Shareholder generally would be required to include in income, for each taxable year in which the Company is a PFIC, its pro rata share of certain earnings and net capital gain of the Company, regardless of whether the Company actually distributes cash or other property to the U.S. Shareholder. Any gain from the sale or disposition of the Shares by the U.S. Shareholder generally will be capital gain if the Shares were held as a capital asset and any distributions of income or gains pre- 71

72 viously taxed under the QEF rules generally will not be subject to additional tax. Special rules would apply if a U.S. Shareholder does not make a QEF election effective as of the first year during which such U.S. Shareholder s ownership of Shares in the Company constitutes stock in a PFIC. A non-united States portfolio company in which the Company holds an interest (whether direct or indirect through a Private Equity Co-Investment) could also be treated as a PFIC. In such a case, additional rules will apply. A U.S. Shareholder that invests in the Company is required to report certain information with respect to its ownership of Shares to the United States Internal Revenue Service ( IRS ) on IRS Form 8621 (whether or not Shares are disposed of or the U.S. Shareholder receives an excess distribution from the Company), which is to be attached to such U.S. Shareholder's income tax return for each taxable year in which the U.S. Shareholder owns Shares. A U.S. Shareholder that invests in the Company may also be required to file an annual information report with the U.S. Internal Revenue Service. the U.S. Internal Revenue Service will agree with that description. Furthermore, any changes in the Articles as initially adopted or the operations of the Company could affect the tax consequences described above Consultation with Advisors This description of United States federal income tax matters does not address all of the United States federal income tax consequences to investors in the Company, and does not address any of the state, local or non-united States tax consequences of such investment to any investor. Each prospective investor is advised to consult its own tax counsel as to the United States federal income tax consequences of an investment in the Company and as to applicable state, local and non-united States taxes. The effect of existing United States income tax laws and treaties, the tax laws of other jurisdictions to which an investor may be subject, and possible changes in such laws and treaties (including proposed changes which have not yet been adopted) will vary with the particular circumstances of each investor. The PFIC rules generally should not affect U.S. Shareholders that are tax-exempt entities, although special rules, including rules relating to insurance income, may apply. Nevertheless, each U.S. Shareholder, including a U.S. Shareholder that is a tax-exempt entity, should consult its own tax advisor regarding the U.S. federal, state and local tax consequences of purchasing, holding, redeeming and disposing of Shares in the Company, including any tax consequences applicable under the PFIC rules Withholding Tax in United States The Company will not assume responsibility for the withholding of taxes at the source Information Reporting Requirements U.S. Shareholders may be subject to certain United States reporting and/or disclosure requirements as a result of their investment in the Company, including reporting and/or disclosures with respect to reportable transactions, if any, in which the Company has engaged. U.S. Shareholders should consult their own tax advisors about any obligation that they may have to report or disclose to the IRS information about their investment in the Company in accordance with these rules. Significant penalties may apply for failure to comply with these rules Basis for Description of Tax Consequences The description of United States federal tax consequences set forth above is based on current United States federal income tax law, the provisions of the Articles as initially adopted, and certain assumptions. No rulings have been or will be requested from the U.S. Internal Revenue Service, and no assurance can be given that 72

73 11 Certain United States regulatory considerations 11.1 PRIVATE PLACEMENT STATUS As a purchaser of Shares in a private placement not registered under the Securities Act, each U.S. investor will be required to represent that it is acquiring the Shares purchased by it for investment and not with a view to resale or distribution. Further, each investor must be prepared to bear the economic risk of the investment for an indefinite period, since the Shares cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. It is extremely unlikely that the Shares will ever be registered under the Securities Act. In addition, the Shares will be sold only to U.S. investors that are accredited investors, as defined in Regulation D of the Securities Act. During the course of the transaction and prior to sale, each prospective purchaser of the Shares and its purchaser representatives, if any, are invited to ask questions of representatives of the Company, the AIFM or the Investment Advisor concerning the terms and conditions of the offering and to obtain any additional information, to the extent that any such entity possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished in this Prospectus INVESTMENT COMPANY ACT The Company is not registered under the Investment Company Act and it is not intended that the Company will operate as a regulated investment company. In order to be exempt from registration under the Investment Company Act, the Company will not permit the Shares to be owned by more than 100 U.S. Persons, so that the Company qualifies for the exemption afforded by Section 3(c)(1) of the Investment Company Act. Alternatively, the Company may rely on the exemption from registration afforded by Section 3(c) (7) of the Investment Company Act. In that case, the Company will not limit the number of U.S. Persons who invest in the Company to 100, but will require that all investors who are U.S. Persons also be Qualified Purchasers as defined in Section 2(a)(51) of the Investment Company Act for purposes of Section 3(c)(7) of the Investment Company Act. So that the Company may rely on the Section 3(c) (7) exemption if it chooses to do so, each investor will be required to indicate in the Subscription Agreement whether it satisfies such requirements. In either case, the Company will not be subject to regulation under the Investment Company Act, including rules for the protection of investors which require investment companies to have a majority of disinterested directors, that mandate segregation of securities held in custody from the securities of any other person, and that regulate the relationship between an investment adviser and an investment company. Furthermore, in order to satisfy the criteria of the Section 3(c) (1) exemption, the Company may limit the interest in the Company of an investor which is a regulated investment company, or an investment company which is not registered under the Investment Company Act in reliance on the exemptions afforded by Section 3(c) (1) or Section 3(c) (7) of the Investment Company Act, to under 10% of the total Shares. In addition, the Company has the right to refuse to accept Subscriptions from, or refuse to approve transfers of Shares to, any U.S. Person to preserve its reliance on the exemptions referred to above or for any other reason INVESTMENT ADVISERS ACT Neither the AIFM nor the Investment Advisor is currently registered as an investment adviser under the Advisers Act. The Advisers Act imposes certain disclosure and reporting obligations and compensation restrictions on registered investments advisers, which are intended to protect their clients. In addition, a number of states require the registration of investment advisers and impose similar requirements for the protection of clients. It is possible that the AIFM or the Investment Advisor (or both or one or more of their affiliates) will register as an investment adviser under the Advisers Act or similar state laws. If so, the Company s fee arrangements with the AIFM or the Investment Advisor (or their affiliates) will be required to comply with the Advisers Act or such similar state laws. Because the AIFM and the Investment Adviser may be deemed to be compensated based on the appreciation of the Company s investments, each investor must be a qualified client as defined in Rule promulgated under the Advisers Act (and will be required to represent its status as such in the Subscription Agreement). Such fee arrangements may create an incentive for the AIFM or the Investment Adviser to make investment decisions that are riskier or more speculative then would be the case in the absence of such fee arrangements EMPLOYEE BENEFIT PLAN REGULATIONS It is anticipated that ERISA Plans may invest in the Company. In considering an investment in the Company, fiduciaries of ERISA Plans should consider their basic fiduciary duties under ERISA, which require them to discharge their investment duties prudently and solely in the interest of plan participants and beneficiaries and for the exclusive purpose of providing benefits to the 73

74 plan participants and beneficiaries and defraying reasonable administrative expenses of the relevant plan. ERISA Plan fiduciaries should consider the role that an investment in the Company would play in the ERISA Plan s overall investment portfolio. Under the Plan Assets Regulation, the assets of an investment fund such as the Company generally will be treated as the assets of ERISA Plans that invest in the fund unless either (1) such fund qualifies as a venture capital operating company or (2) less than 25% of the value of each class of equity interests in such fund (excluding interests owned by the general partner or manager of such fund or their affiliates) are owned by benefit plan investors. For this purpose, benefit plan investors are generally defined as ERISA Plans and entities or accounts deemed to hold the assets of such plans under applicable law. Because the Company will not qualify as a venture capital operating company, the assets of the Company that are attributable to the investment of ERISA Plans will be treated as plan assets, and the AIFM will be an ERISA fiduciary with respect to such assets, unless less than 25% of the value of each Class of the Company (excluding Shares owned by the AIFM, the Investment Advisor or any affiliates thereof) are owned by benefit plan investors. constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement under ERISA. Governmental plans and certain church plans, while not subject to the fiduciary responsibility and prohibited transaction provisions of ERISA, may nevertheless be subject to state or other federal laws that are substantially similar to the foregoing provisions of ERISA. Decision-makers for any such plans should consult with their counsel before making an investment in the Company. The Company intends to restrict Shareholders who are benefit plan investors from holding 25% or more of the value of each Class issued by the Company (excluding for this purpose Shares held by the AIFM, the Investment Advisor or any affiliates thereof). Accordingly, the Company may restrict subscriptions for Shares by Shareholders who are benefit plan investors and impose limitations on the transfer of Shares in order to carry out this intention. Under these circumstances, the Company will not be treated as holding the plan assets of ERISA Plans that invest in the Company. Based on certain revisions to the Form 5500 Annual Return that generally became effective on January 1, 2009, benefit plan investors may be required to report certain compensation paid by the Company (or by third parties) to the Company s service providers as reportable indirect compensation on Schedule C to the Form 5500 Annual Return. To the extent any compensation arrangements described herein constitute reportable indirect compensation, any such descriptions are intended to satisfy the disclosure requirements for the alternative reporting option for eligible indirect compensation, as defined for purposes of Schedule C to the Form 5500 Annual Return. ERISA and its accompanying regulations are complex and, to a great extent, have not yet been interpreted by the courts or the administrative agencies. This discussion does not purport to constitute a thorough analysis of ERISA. Each prospective investor subject to ERISA should consult with its own legal counsel concerning the implications under ERISA of an investment in the Company, and to confirm that such an investment will not 74

75 12 Appendix I General Information a. The Company is a closed-ended investment company with variable capital incorporated in Ireland on 18 October2013 (registered no ) under the name of Crown Co-investment Opportunities plc and has been authorised by the Central Bank for authorisation as a designated investment company pursuant to the Act. The address of the Directors and registered office of the Company is at 30 Herbert Street, Dublin 2. b. The share capital of the Company is as follows: Shares authorised and issued: There are three (3) Management Shares of USD 1 each and 500,000,000 Participating Shares of no par value authorised and three (3) Management Shares have been issued for the purposes of incorporation. Minimum and maximum Shares issued: The minimum issued share capital shall be three (3) Management Shares of one U.S. Dollar (USD 1) each. The maximum issued share capital shall be three (3) Management Shares of one U.S. Dollar (USD 1) each and 500,000,000 Participating Shares of no par value. c. No capital of the Company is under option or agreed conditionally or unconditionally to be put under option. d. The Company has established a credit facility pursuant to section 12.9 (f) to allow the Company to bridge capital calls from Investments in order not to unduly burden Participating Shareholders with frequent Subscription Calls and also, where necessary, to fund a Defaulting Shareholder s Unfunded Subscription. The terms of the current credit facility provide for a maximum loan facility of USD 20,000,000 (or countervalue in any freely available currency) or 10% of the Subscribed Capital (or 20% of the Net Asset Value plus the Uncalled Subscriptions during the offer period, whichever is lower), unless to the extent necessary to mitigate the effects caused by Defaulting Shareholders as described in section 6.7 in which case the aggregate amount of the Company s borrowing and leverage shall not exceed 100% of the Unfunded Subscription of the Defaulting Subscriber. Additionally, the Company may borrow additional capital and incur indebtedness subject to the restrictions set-out in the Prospectus. The Company and the Directors are of the opinion that the Company has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this document. e. Shares carry no pre-emption rights RIGHTS OF THE SHARES The rights attaching to the Shares will be as follows: a. Voting Rights: Each resolution put to the vote of the meeting of Shareholders shall be decided by poll. Every Participating Shareholder who is present in person, by telephone conference or by proxy shall be entitled to one vote in respect of each Participating Share held by him. Every holder of Management Shares present in person, by telephone conference or by proxy shall have one vote in respect of all Management Shares held by him. Unless explicitly provided for otherwise in the Prospectus or the Articles, no Shareholder shall have any specific and/or different voting rights. Shareholders will likely continue to have interests in their shareholding throughout the life of the Company. To the extent that Participating Shareholders only are affected by a resolution, Management Shareholders shall not vote in respect of such resolution at a meeting of the Shareholders. If no Participating Shareholders are entered in the Register the Management Shareholders shall be entitled to vote in respect of all resolutions. To the extent that Participating Shareholders are entered in the Register under no circumstances may the Management Shareholders only pass a resolution which materially affects the Participating Shareholders. b. Dividends: The Participating Shares carry rights to dividends as explained under section 12.3(f) below. Management Shares have no rights to dividends. c. Winding Up: If the Company is wound up or dissolved the liquidator shall apply the assets of the Company in satisfaction of the respective creditors' claims in such manner and order as he thinks fit. The liquidator(s) may with the authority of a Special Resolution in respect of the Company, divide among the Participating Shareholders of the Company (pro-rata to the respective share of the Net Asset Value), in kind the whole or any part of the assets of the Company, and whether or not the assets shall consist of property of a single kind, provided that a Participating Shareholder may request that his proportion of the assets are sold by the Company and the cash proceeds of such sale be remitted to him. The rights attached to any Class may, whether or not the Company is being wound up, be varied or abrogated upon a Special Resolution by the Participating Shareholders of that Class. The Company shall ensure that all the necessary facilities and information are available to enable Participating Shareholders to exercise their rights in respect of the Participating Shares. In particular, the Company will: i. inform Participating Shareholders of the holding of meetings which they are entitled to attend; ii. enable the Participating Shareholders to exercise their right to vote, where applicable; iii. publish notices or distribute circulars giving information on the allocation of payment of dividends and interest; the issue of new Participating Shares, including arrangements for the allotment, conversion or exchange of 75

76 the Participating Shares; and redemption or repayment of the Participating Shares; and iv. designate one or more financial institutions in the member state in which the Participating Shares are listed through which Participating Shareholders may exercise their financial right MEMORANDUM OF ASSOCIATION The Memorandum provides that the sole object for which the Company is established is the collective investment of its funds in property with the aim of spreading investment risk and giving members of the Company the benefit of the results of the management of its funds ARTICLES OF ASSOCIATION This section contains a summary only of the major provisions of the Articles. For a full consideration of these provisions please refer to the Articles which are available for inspection at the Company s registered office. a. Conversion of Participating Shares i. Each Participating Shareholder shall have the right to convert, upon Conversion Notice, all or any Participating Shares held by him into Participating Shares of another Class subject to any restrictions imposed by the Articles and this Prospectus. The Participating Shareholder must satisfy the criteria determined by the Articles and the Directors for investment in the new Class. Following conversion the Participating Shareholder must hold a Subscription which is not less than the Minimum Subscription. ii. The right of conversion is exercisable by the said Participating Shareholder by giving to the Company a Conversion Notice. The Conversion Notice may be revoked by the Participating Shareholder only upon the prior written consent of the Directors. The conversion of the Participating Shares shall usually be effected on the Dealing Day next following receipt of the Conversion Notice, or on such other Dealing Day as the Directors may determine. iii. Conversion of Participating Shares specified in the Conversion Notice may, subject to the appropriate regulations and the Articles, be effected in such manner as may be determined by the Directors. The number of Participating Shares in the new Class to be issued upon conversion shall be determined by the Directors in accordance with the formula specified in article 17 of the Articles. A conversion charge of up to a maximum of 5% of the Subscription Price of the Participating Shares to be issued in the new Class plus a compensation (if any) to align the differential of fees and expenses charged to the old and new Class may be charged to the Participating Shareholder upon the conversion. iv. Notwithstanding anything above, a listed Class may not be converted into a different Class without the approval of a majority of the Participating Shareholders of that listed Class except such conversion is for the purpose of consolidation of Classes and is provided for and explained fully in the Prospectus. b. Transfer of Participating Shares i. The transfer of Shares and, if applicable, any rights and obligations resulting from a Subscription Agreement between a Shareholder and the Company shall be effected in such denomination as the Directors may decide in accordance with the Articles. ii. In addition, a transfer of Shares shall not be recognized or registered if the Directors reasonably believe that such transfer would: a) Result in the assets of the Company becoming plan assets of any ERISA Plan Shareholder within the meaning of ERISA; b) Result in violation of the registration requirements of the Securities Act or any similar law or regulation; c) Require the Company to register as an investment company under the Investment Company Act or any similar law or regulation; d) Require the AIFM or the Investment Advisor to register as an investment adviser under the Advisers Act or any similar law or regulation, to the extent the AIFM and the Investment Advisor are not so registered and to the extent such registration would otherwise not be required; e) Result in a material change in the tax or regulatory status of the Company, its management, the reasonable business interests of the Company, the AIFM or the Investment Advisor or a change in the Net Asset Value; f) Result in a violation of any applicable law or requirements of any country or governmental authority; or g) cause (or which the Company or the Administrator acting on the Company s instructions suspects would cause) the Company to be non-compliant with FATCA. iii. If the Directors decline to register a transfer of any Share they shall, within 20 Business Days after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal. iv. The registration of transfers may be suspended at such times and for such periods as the Directors may determine, provided that such registration of transfers shall not be suspended for more than 20 Business Days in any year. 76

77 v. All instruments of transfer which shall be registered shall be retained by the Company. vi. Notwithstanding any provision of this section to the contrary, there shall be no transfer of Shares of a Participating Shareholder that is subject to Section 70 of the German Insurance Supervisory Act (Versicherungsaufsichtsgesetz, VAG), as amended from time to time, including the regulations promulgated thereunder (each a VAG-Shareholder ) without the prior written consent of said VAG-Shareholder s German trustee (Treuhänder), appointed in accordance with Section 70 of the VAG, as it may be amended from time to time, or the trustee s authorized deputy, as the case may be. c. Repurchase of Shares i. The Company may repurchase for cash consideration at the Repurchase Price all or a portion of the Participating Shares in the Company not previously repurchased. ii. If the Directors have knowledge or reason to believe that any Participating Shares are owned directly or beneficially by any person not qualified to hold Participating Shares as outlined in Article 7 of the Articles, the Directors may serve notice upon such Participating Shareholder. d. Directors i. Unless otherwise determined by the Company by Ordinary Resolution the number of Directors shall not be less than two nor more than twelve. The Directors shall be entitled to such remuneration (if any) and expenses as set out in the Articles. ii. A Director may hold any other office or position of remuneration under the Company in conjunction with his office of Director on such terms as to tenure of office and otherwise as the Directors may determine. iii. A Director need not be a Shareholder but must be a person approved for the purpose by the Central Bank. e. Borrowing, Hedging Subject to the limitations stated in the Prospectus, the Directors may exercise all powers of the Company to borrow money, to mortgage, to pledge, to charge or otherwise encumber the assets of the Company, including any Unfunded Subscription, or any part thereof and to employ hedging techniques and instruments. f. Dividends The Company may in general meeting declare dividends. No dividend shall exceed the amount recommended by the Directors. No dividends are payable to Management Shareholders. The Directors may from time to time, if they think fit, pay such interim dividends on Participating Shares as appear to the Directors to be justified by the profits of the Company. g. Distribution in kind Distributions shall be made in accordance with the terms as set out in the Articles. The asset allocation will be subject to the approval of the Depositary. h. Indemnity The Directors, Secretary and other officers or servants of the Company and each of their heirs, administrators and executors, shall be indemnified and held harmless out of the assets and profits of the Company against all actions, costs, charges, losses, damages and expenses, which they may incur or sustain by reason of any contract entered into or any act done, concurred in, or omitted in or about the execution of their duty or supposed duty in their respective offices in direct or indirect relation to the Company, except such (if any) as they shall incur or sustain by or through their recklessness, fraud, negligence, wilful default or bad faith. The AIFM, the Depositary, the Administrator, the Paying Agent and the Distributor shall be entitled to such indemnity from the Company and upon such terms and conditions as shall be provided under the Management Agreement, the Depositary Agreement, the Administration Agreement, the Paying Agency Agreement and the Distribution Agreement (as applicable) DIRECTORS' INTERESTS a. Unless otherwise disclosed herein or in the annual financial statements of the Company, none of the Directors or their immediate family members or any other connected persons have any direct interests, either beneficial or non-beneficial, in the share capital of the Company, other than as nominee holders of Management Shares. All such participations shall be fully disclosed in the annual financial statements of the Company. b. No fees will be payable to any Directors who are employees of any member of the LGT Group. No other remuneration will be payable by the Company to the Directors except for the out-of-pocket expenses reasonably incurred by them, in the performance of their duties hereunder. c. There are no existing or proposed contracts of service between any of the Directors and the Company. d. There are no loans outstanding made by the Company to any Director nor any guarantee given for the benefit of any Director. e. None of the Directors has, or has had, any direct or indirect interest in any transactions which are or were unusual in their nature or conditions or significant to the business of the Company and which have been effected since the date of incorporation of the Company. f. None of the Directors has: i. any convictions in relation to fraudulent or indictable offences for at least the previous five years; or ii. been bankrupt or the subject of an involuntary arrangement, or has had a receiver appointed to any asset of such Director for at least the previous five years; or 77

78 iii. been a director of any company which, while he was a director with an executive function or within 12 months after he ceased to be a director with an executive function, had a receiver appointed or went into compulsory liquidation, creditors voluntary liquidation, administration or company voluntary arrangements, or made any composition or arrangements with its creditors generally or with any class of its creditors; or iv. been a partner of any partnership, which while he was a partner or within 12 months after he ceased to be a partner, went into compulsory liquidation, administration or partnership voluntary arrangement, or had a receiver appointed to any partnership asset; v. had any official public incrimination and/or sanctions by statutory or regulatory authorities (including recognised professional bodies); or vi. been disqualified by a court from acting as a director or from acting in the management or conduct of affairs of any company. However, Altgate Capital Limited, a UK Company which Mr. Sneyers co-founded in 2002, was wound up following a non-contentious members voluntary liquidation REGULATORY CONSENTS All consents, approvals, authorisations or other orders of all regulatory authorities (if any) required by the Company under the laws of Ireland for the issue of the Shares and for the AIFM, the Investment Advisor, the Depositary, the Paying Agent, the Administrator and the Distributor to undertake their respective obligations under the Management Agreement, the Investment Advisory Agreement, the Depositary Agreement, the Administration Agreement, the Paying Agency Agreement and the Distribution Agreement respectively have been given GENERAL MEETINGS The annual general meeting in respect of the Company will be held in Ireland each year. Notice convening the annual general meeting in each year at which the audited financial statements of the Company will be presented (together with the Directors' and Auditors' Reports of the Company) will be sent to Shareholders at their registered addresses not less than 21 clear days before the date fixed for the meeting. Other general meetings may be convened from time to time by the Directors in such manner as provided by the Articles and Irish law MATERIAL CONTRACTS The following contracts, details of which are included in sections 7 this Prospectus, not being contracts entered into in the ordinary course of business, have been entered into by the Company or by the service providers of the Company and are, or may be material to the Company: a. the Management Agreement; b. the Depositary Agreement; c. the Investment Advisory Agreement; d. the Administration Agreement; e. the Paying Agency Agreement; and f. the Distribution Agreement NOTICES a. Any notice or other document required to be served upon or sent to a Shareholder shall be deemed to have been duly given if sent by post or fax to or left at his address as appearing on the Register or has been sent by electronic or other means of electronic communication, in the meaning of the Electronic Commerce Act, 2000, previously approved by both the Directors and with the consent of the Shareholder. b. Any notice or document sent by post to or left at the registered or electronic address of a Shareholder shall notwithstanding that such Shareholder be then dead or bankrupt and whether or not the Company or the Administrator has notice of his death or bankruptcy be deemed to have been duly served or sent and such service shall be deemed a sufficient service on or receipt by all persons interested (whether jointly with or as claiming through or under him) in the Shares concerned. c. Any certificate or notice or other document which is sent by post to or left at the registered or electronic address of the Shareholder named therein or dispatched by the Company or the Administrator in accordance with his instructions shall be so sent, left or dispatched at the risk of such Shareholder. d. Any notice in writing or other document in writing required to be served upon or sent to the Company shall be deemed to have been duly given if sent by post to the registered office of the Company or left at the registered office of the Company GENERAL a. The Company is not and has not, since incorporation, been engaged in any governmental, legal or arbitration proceedings and no legal or arbitration proceedings are known to the Directors to be pending or threatened by or against the Company. b. The Directors report and confirm that the Company was incorporated in Ireland on 18 October c. The Company does not have, nor has it had since its incorporation, any employees. d. No commissions, discounts, brokerages or other special terms have been granted or are payable by the Company in 78

79 connection with the issue or sale of any capital of the Company. e. The Directors shall not be required to hold any qualification shares. There is no age limit for the retirement of Directors. f. Save for a loan agreement between the Company and LGT Bank (Ireland) Limited, which may be secured by a charge over the Unfunded Subscriptions and the assets of the Company, which are held by the Depositary, at the date of this Prospectus, the Company has no loan capital (including term loans) outstanding or created but unissued and no outstanding mortgages, charges or other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptances or acceptance credits, hire purchase or finance lease commitments, guarantees or other contingent liabilities. g. The Company may not grant loans or act as guarantor on behalf of third parties. Notwithstanding the preceding sentence, the Company may (i) invest in an issuer where the investment is structured as part equity/part loan investment, or (ii) invest by way of loan in an issuer, provided such loan investment is made in connection with one or more equity type investments that have been made in the issuer. Investments by way of loan may arise, for example, where the tax regime may favour structuring an investment partially with loans or where a loan is required to match debt provided by other investors. h. The Company has obtained or applied for all necessary consents, approvals, and authorisations in Ireland in connection with the issue and redemption of, and other similar transactions involving the Shares. i. Notwithstanding anything in Section 12.9 g above the Company may acquire Private Equity Co-Investments on the secondary market by subscribing to newly established Intermediary Investment Vehicles which will effectively purchase the respective Private Equity Co-Investments. In the context of such transactions, the Company may provide guarantees collateralizing the payment obligations of such Intermediary Investment Vehicles subject to the following conditions: a. the guarantee is linked to the Company's obligations under the subscription agreement in respect of the Intermediate Investment Vehicle; b. the guarantee provided by the Company solely collateralizes such share of the Intermediary Investment Vehicle's payment obligation corresponding to the Company's pro rata ownership of such vehicle; and c. the guarantee agreement provides for any amounts paid under the guarantee to be automatically offset against any unfunded capital commitments of the Company in respect of the Intermediary Investment Vehicle. For the life of the Company, copies of the following documents, which are available for information only and do not form part of this document, may be obtained from the Company and inspected during usual business hours during a Business Day at the principal offices of the Company, address shown in the Directory of this document: a. the Articles and the Memorandum and Articles of Association; b. the Prospectus; c. the annual reports most recently prepared and published by the Company or its duly appointed delegate d. a list of past and current directorships and partnerships held by each Director for the last five years; and; d. the Act. Copies of the Articles and the latest periodic reports may be obtained free of charge from the registered office of the Company in Ireland during normal business hours, on any Business Day. Copies of this Prospectus may also be obtained by Shareholders from the Administrator DOCUMENTS AVAILABLE FOR INSPECTION 79

80 13 Appendix II - Directorships of the Board of Directors Paul Garvey 82a Eglinton Road, Donnybrook, Dublin 4 Ireland Current directorships and partnerships (with registered number if Irish company) LGT Fund Managers (Ireland) Limited (336541) LGT Capital Partners (Ireland) Limited (396995) Castle Private Equity (International) plc (336653) Castle Alternative Invest (International) plc (339290) Crown Private Equity plc (349154) Crown Global Secondaries plc (392483) Crown European Private Equity plc (401701) Crown Alpha plc (396746) LGT Bank (Ireland) Limited (210709) Onze Private Equity plc (440464) LGT Capital Invest (Ireland) Limited (440879) Crown Asia-Pacific Private Equity plc (441645) Crown European Buyout Opportunities II plc (431222) Crown Europe Middle Market II plc (450053) First Private Equity Participations (Ireland) Limited (453705) Third Private Equity Participations (Ireland) Limited (453706) Crown Distressed Credit Opportunities plc (458127) Crown Global Secondaries II plc (460615) PFI Europe Private Equity Fund I plc (471868) Crown Cash Management plc (477894) Crown Alternative UCITS plc (477894) CENGAL Private Equity Investments plc (481857) Seventh Private Equity Investments plc (484508) Seventh Private Equity Participations (Ireland) Limited (486915) Crown Asia-Pacific Private Equity II plc (487002) Dr. Urs Gähwiler Rietbergstrasse 20, CH Goldach, Switzerland Current directorships and partnerships (with registered number if Irish company) Crown Alpha plc (396746) Crown European Private Equity plc (401701) Crown European Buyout Opportunities II plc (431222) Onze Private Equity plc (440464) Crown European Middle Market II plc (450053) Crown Global Secondaries II plc (460615) PFI Europe Private Equity Fund I plc (471868) Crown Cash Management plc (476299) Crown Alternative UCITS plc (477894) CENGAL Private Equity Investments plc (481857) LGT Capital Invest Mauritius PCC LGT Holding (Malaysia) Limited Liechtenstein Global Trust Aktiengesellschaft LTIS Stiftung LGT Holding Demark ApS Global Fine Art Services AG Seventh Private Equity Investments plc (484508) Crown Asia-Pacific Private Equity II plc (487002) Crown Secondary Placement plc (495663) Crown Europe Small Buyouts III plc (492428) Crown Listed Alternatives plc (511245) Crown A GENERIX plc (514358) Crown Distressed Credit Opportunities II plc (519832) CENGAL Private Equity Investments II plc (529414) Crown Co-investment Opportunities plc (534261) Crown Global Opportunities VI plc (543221) Crown Europe Middle Market III plc (492429) Appar AG Korpar AG Dr. Konrad Bächinger Giufsteinweg 3, CH-9475 Sevelen, Switzerland CENGAL Private Equity Investments II plc C CENGAL Private Equity Investments plc C57818 Crown Asia-Pacific Private Equity II plc C65540 Crown Asia-Pacific Private Equity III plc C Crown Asia-Pacific Private Equity plc C46001 Crown Cash Management plc C55567 Crown Co-Investment Opportunities plc C Crown Debt and Credit Opportunities III plc C Crown Distressed Credit Opportunities II plc C Crown Distressed Credit Opportunities plc C50033 Crown Europe Middle Market II plc C48176 Crown Europe Middle Market III plc C Crown Europe Small Buyouts III plc C86615 Crown Europe Small Buyouts IV plc C Crown Secondaries Special Opportunities plc C Crown European Buyout Opportunities II plc C

81 Crown Listed Alternatives plc (511245) Crown A GENERIX plc (514358) Crown Distressed Credit Opportunities II plc (519832) Crown Secondary Placement plc (495663) Crown Europe Small Buyouts III plc (492428) Crown Listed Alternatives plc (511245) Crown A GENERIX plc (514358) Crown Distressed Credit Opportunities II plc (519832) CENGAL Private Equity Investments II plc (529414) Crown Co-investment Opportunities plc (534261) Crown Global Opportunities VI plc (543221) Crown Asia-Pacific Private Equity III plc (543220) Crown Debt and Credit Opportunities III plc (558181) SBS Private Equity Investments plc (556791) Crown Global Secondaries IV plc (561536) Crown Europe Small Buyouts IV plc (550565) IFA International Fiscal Association (IFA FL) Genpar AG Unipar AG LGT Capital Partners Holding (USA) Inc. Cofpar OY LGT (Uruguay) S.A Pargen Stiftung Impact Ventures S.A. SICAV-SIF L-GAM Investments S.a.r.l CGR II GP S.a.r.l Crown Premium Private Equity VI S.a.r.l Crown Premium GP GmbH Crown Alternative Asia SPC Crown Alternative Investments SPC Crown Alternative Investments SPC Crown Alternative Strategies SPC Crown Managed Accounts SPC Crown Omega SPC Crown Phoenix SPC Financial Management (In Liquidation) LGT Capital Invest (SC1) Limited LGT Capital Invest (SC2) Limited LGT Capital Invest (SC3) Limited CSCRE II UK (GP) Limited Finpar Ltd Collateralised RE Ltd LGT Capital Invest Mauritius PCC SBS Private Equity Investments plc (556791) Crown Debt and Credit Opportunities III plc (558181) Crown Asia-Pacific Private Equity III plc (543220) Crown Global Secondaries IV plc (561536) Past directorships and partnerships Rice Tec Hungary Kft. Crown Asia-Pacific Private Equity plc (441645) Crown Distressed Credit Opportunities plc (458127) Crown Global Secondaries plc (392483) Crown Private Equity plc (349154) Castle Alternative Invest (International) plc (339290) Castle Private Equity (International) plc (336653) Crown European Private Equity plc C37869 Crown Global Opportunities VI plc C Crown Global Secondaries II plc C50639 Crown Global Secondaries III plc C87793 Crown Global Secondaries IV plc C Crown Global Secondaries plc C36343 Crown Private Equity plc C26857 Crown Secondary Placement plc C72190 Onze Private Equity plc C45747 PFI Europe Private Equity Fund I plc C53898 SBS Private Equity Investments plc C Seventh Private Equity Investments plc C64260 Schloss Freudenfels AG Stiftung Fürst Liechtenstein II Crown Premium GP GmbH (General Partner of: Crown Premium Private Equity VI GmbH & Co. KG) Crown Verwaltungsgesellschaft mbh (General Partner of: Crown Premium Private Equity III GmbH & Co. KG, Crown Premium IV SICAF Feeder GmbH & Co. KG, Crown Premium V S.C.S. Feeder GmbH & Co. KG, CROWN PREMIUM Private Equity Buyout GmbH & Co. KG, CROWN PREMIUM Private Equity Technology Ventures GmbH & Co. KG) L-GAM Investments GP S.a.r.l. (General Partner of: L-GAM Investments GP SCSp, L-GAM Investments GP SCSp - Managing Partner of: L-GAM Investments SCSp Fund) L-GAM Investments S.a.r.l CGR II GP S.à.r.l. (General Partner of: Crown Growth Opportunities II S.C.S. SICAV-FIS) Crown GP III S.à.r.l. (General Partner of: Crown Growth Opportunities S.C.S. 81

82 SICAV-FIS) Crown PREMIUM General Partner S.à.r.l. (General Partner of: Crown Premium Private Equity IV S.C.S. SICAF-FIS, Crown Premium Private Equity V Master Europe S.C.S. SICAF-FIS, Crown Premium Private Equity V Master North America S.C.S. SICAF-FIS) Crown Premium GP VI S.a.r.l. (General Partner of: Crown Premium Private Equity VI Master S.C.S. SICAV-FIS) CROWN PREMIUM IV Beteiligungstreuhand S.à.r.l. CROWN PREMIUM Private Equity Buyout SICAV (Managing partner on behalf of CROWN Beteiligungsgesellschaft, Switzerland) CROWN PREMIUM Private Equity III SICAV (managing partner on behalf of CROWN III Beteiligungsgesellschaft, Switzerland, General partner of Crown Premium Private Equity III Limited Partnership, Ireland) CROWN PREMIUM Private Equity IV SICAV-FIS CROWN PREMIUM Private Equity Technology Ventures SICAV Crown Premium Private Equity V S.A., SICAV-FIS Crown Premium Private Equity V Europe plus North America, S.A., SICAV-FIS Crown Premium Private Equity VI S.A. SICAV FIS LGT Capital Partners AG LGT Investment Partners AG Castle Alternative Invest AG Castle Private Equity AG Koga Immobilien AG First Participations AG Liechtenstein Academy Foundation Past Directorships Riedec GmbH, Dubai LGT Holding Denmark ApS* (subsidiary of LGT Holding (Malaysia) Castle Alternative Invest (Overseas) Limited Castle Private Equity (Overseas) Limited Crown Alpha plc Crown Alternative UCITS plc Crown Sigma UCITS plc Crown a Generix plc Castle Private Equity (International) plc Castle Alternative Invest (International) plc 82

83 Robert Schlachter Oberhausensteig 34 Ch-8907 Wettswil A. Albis Switzerland Current directorships and partnerships (with registered number if Irish company) Crown Asia-Pacific Private Equity II plc (487002) Crown Asia- Pacific Private Equity plc (441645) Crown Debt and Credit Opportunities III plc (558181) SBS Private Equity Investments plc (556791) Crown Distressed Credit Opportunities plc (458127) Crown European Buyout Opportunities II plc (431222) Crown Europe Middle Market II plc ( CENGAL Private Equity Investments plc (481857) Crown European Private Equity plc (401701) Crown Europe Small Buyouts III plc (492428) Crown Global Secondaries II plc (460615) Crown Global Secondaries III plc (495663) Crown Global Secondaries plc (392483) Castle Private Equity (International) plc (336653) Crown Secondary Placements plc (495663) Onze Private Equity plc (440464) PFI Europe Private Equity Fund I plc (471868) Seventh Private Equity Investments plc (484508) Crown Private Equity plc (349154) CENGAL Private Equity Investments II plc (529414) Crown Europe Middle Markets III plc Crown Distressed Credit Opportunities II plc (519832) Crown Co-investment Opportunities plc (534261) Cofpar Oy Finpar Ltd. Five Portfolio Inc. Genpar AG Korpar AG Pargen Stiftung Unipar AG Crown Asia-Pacifi c Private Equity III plc (543220) Crown Global Secondaries IV plc (561536) Crown Global Opportunities VI plc (543221) Tycho Sneyers Breitenstrasse 45, CH-8832 Wilen-Wollerau, Switzerland Current directorships and partnerships (with registered number if Irish company) LGT Capital Partners (Ireland) Limited (396995) Crown European Private Equity plc (401701) Crown Alpha plc (396746) Crown European Buyout Opportunities II plc (431222) Onze Private Equity plc (440464) Crown Asia-Pacific Private Equity plc (441645) Crown Europe Middle Market II plc (450053) Crown Global Secondaries II plc (460615) PFI Europe Private Equity Fund I plc (471868) Crown Cash Management plc (477894) CENGAL Private Equity Investments plc (481857) Seventh Private Equity Investments plc (484508) Crown Asia-Pacific Private Equity II plc (487002) Crown Secondary Placement plc (495663) Crown Europe Small Buyouts III plc (492428) Crown Distressed Credit Opportunities II plc (519832) CENGAL Private Equity Investments II plc (529414) Crown Co-investments Opportunities plc (534261) Crown Global Opportunities VI plc (543221) Crown Debt and Credit Opportunities III plc (558181) SBS Private Equity Investments plc ( Crown Asia-Pacific Private Equity III plc (543220) Crown Global Secondaries IV plc (561536) Past directorships and partnerships Algate Capital Limited, United Kingdom Crown Private Equity plc (349154) Crown Distressed Credit Opportunities plc (458127) Crown Global Secondaries plc (392483) Crown Alternative UCITS plc (477894) Crown Sigma plc (511245) Desmond Tobin 24 South Avenue, Mount Merrion, County Dublin, Ireland Current directorships and partnerships (with registered number if Irish company) LGT Bank (Ireland) Limited (210709) LGT Fund Managers (Ireland) Limited (336541) LGT Capital Partners (Ireland) Limited (396995) Castle Private Equity (International) plc (336653) Castle Alternative Invest (International) plc (339290) Crown Private Equity plc (349154) Crown Global Secondaries plc (392483) Crown European Private Equity plc (401701) Crown Alpha plc (396746) Onze Private Equity plc (440464) LGT Capital Invest (Ireland) Limited (440879) Crown Asia-Pacific Private Equity plc (441645) Crown European Buyout Opportunities II plc (431222) Crown Europe Middle Market II plc (450053) First Private Equity Participations (Ireland) Limited (453705) Third Private Equity Participations (Ireland) Limited (453706) Crown Distressed Credit Opportunities plc (458127) Crown Global Secondaries II plc (460615) PFI Europe Private Equity Fund I plc (471868) Crown Cash Management plc (477894) Crown Alternative UCITS plc (477894) CENGAL Private Equity Investments plc (481857) Seventh Private Equity Investments plc (484508) Seventh Private Equity Participations (Ireland) Limited (486915) Crown Asia-Pacific Private Equity II plc (487002) Crown Secondary Placement plc (495663) Crown Europe Small Buyouts III plc (492428) Crown Listed Alternatives plc (511245) Crown A GENERIX plc (514358) Crown Distressed Credit Opportunities II plc (519832) CENGAL Private Equity Investments II plc (529414) Crown Co-investment Opportunities plc (534261) 83

84 Past directorships and partnerships LGT Capital Partners (Ireland) Limited (396995) Crown Asia-Pacific Private Equity III plc Crown Global Opportunities VI plc (543221) Crown Debt and Credit Opportunities III plc (558181) SBS Private Equity Investments plc (556791) Crown Global Secondaries IV plc (561536) Crown Europe Small Buyouts IV plc ( Past directorships and partnerships Compliam Ltd ( ) 84

85 14 Appendix III Capitalization and Indebtedness Statement Based on NAV figures as at 30 November 2015 Debt and Shareholder's equity USD USD Total Current debt - Guaranteed - - Secured 10,000,000 - Unguaranteed / Unsecured - 10,000, Total Non-Current debt - Guaranteed - - Secured 0 - Unguaranteed / Unsecured - 0 Shareholder's equity a Share capital 150,774,200 b Accumulated deficit 15,988, ,762,887 Total debt and Shareholder's equity 176,762,887 A. Cash 1,805,996 B. Cash equivalent 0 C. Investments 175,531,965 D. Liquidity (A) + (B) + (C) 177,337,961 E. Current Financial Receivable 0 F. Current Bank debt 10,000,000 G. Current portion of non current debt 5,094 H. Other current financial debt - I. Current Financial Debt (F) + (G) + (H) 10,005,094 J. Net Current Financial Indebtedness (I) - (E) - (D) (167,332,867) K. Non current Bank Loans 0 L.Bonds Issued 0 M. Other non current loans 0 N. Non current Financial Indebtedness (K) + (L) + (M) 0 O. Net Financial Indebtedness (J) + (N) (167,332,867) No material change has occurred since the date of the last audited accounts 86

86 15 Appendix IV Analysis of Company s Portfolio and selected financial information Crown Co-investment Opportunities plc Portfolio of Investments (Unaudited) As at 30 November 2015 Country Market Value (USD) % NAV United States 64,946, United Kingdom 24,574, Nordic Region 22,819, Switzerland 19,308, Germany 17,553, France 12,287, Australia 10,531, Asia 3,510, Total portfolio of investments 175,531, Sector Market Value (USD) % NAV Consumer services 40,372, IT 36,861, Industrial products 31,595, Healthcare 24,574, Medical Devices 15,797, Life sciences 12,287, Industrial services 10,531, Other 3,510, Total portfolio of investments 175,531, Currency Market Value (USD) % NAV Australian Dollar 11,159, % Swiss Franc 20,252, % Euro 32,218, % Sterling 35,266, % Swedish Krona 1,051, % US Dollar 66,814, % Total net assets 166,762, % Category of Assets Market Value (USD) % NAV Private Equity Co-Investments. 175,531, Total portfolio of investments 175,531, Source: LGT Fund Managers (Ireland) Limited 87

87 Selected financial information Amounts are reported in USD Assets Current assets Cash and cash equivalents 62, , ,592 Accrued income and other receivables 4,007-13,905 Total current assets 66, , ,497 Non-current assets Investments at fair value through profit or loss 140,664,575 89,676,966 24,810,100 Currency option Investments in subsidiaries Total non-current assets 140,664,575 89,676,966 24,810,100 TOTAL ASSETS 140,731,555 89,955,184 25,044,596 Equity Capital and reserves attributable to equity holders Share capital 127,121,580 83,920,520 20,079,563 Retained earnings/(accumulated deficit) 12,885, , ,314 Total equity 140,007,302 84,616,521 20,342,876 Liabilities Current liabilities Accrued expenses and other payables 724, , ,720 Due to banks 0 5,000,000 4,600,000 Total current liabilities 724,523 5,338,664 4,701,720 Non-current liabilities Accrued expenses and other payables Intercompany loans Due to banks Total non-current liabilities Unaudited Net Asset Value as at 30 November 2015 Class A $ Class B $ Class E Class L $ Class O $

88 16 Appendix V Operating and Financial Review A description of changes in the performance of the Company, both capital and revenue, and changes to the Company s portfolio of investments is set out in the sections headed Directors' report, Investment Advisor's report and Portfolio in the published audited financial statements of the Company as follows: For the year ended 31 December 2014 and 30 April 2014 Nature of information Page Number Directors report 08/04 Investment Advisor s report 06/-- Portfolio of investments 42/26 89

89 17 Appendix VI Audited Financial Statements and Unaudited Financials 90

90 Strictly Confidential CROWN CO-INVESTMENT OPPORTUNITIES PLC Directors Report and Audited Financial Statements For the period from the date of incorporation on 18 October 2013 to 30 April 2014 CROWN CO-INVESTMENT OPPORTUNITIES PLC 30 April 2014 Registered Number:

91 Strictly confidential Table of contents Directors and other information 02 Background to the Company 03 Directors' report 04 Depositary s report 06 Independent Auditors' report 07 Statement of comprehensive income 08 Balance sheet 09 Statement of changes in net assets attributable to shareholders 10 Cash flow statement 11 Notes to the financial statements 12 Portfolio of investments 26 Table of contents Ι CROWN CO-INVESTMENT OPPORTUNITIES

92 Strictly confidential Directors and other information Board of Directors Urs Gaehwiler (Swiss) (Appointed 16/12/2013) Paul Garvey (Irish) (Appointed 18/10/2013) Tycho Sneyers (Belgian) (Appointed 16/12/2013) Desmond Tobin (Irish) (Appointed 18/10/2013) Independent Director Konrad Baechinger (Swiss) (Appointed 16/12/2013) Depositary Credit Suisse International, Dublin Branch Kilmore House Park Lane Spencer Dock Dublin 1 Ireland Alternate Directors Secretary and Registered Office Brian Goonan (Irish) (Appointed 16/12/2013) LGT Fund Managers (Ireland) Limited Frank Sheedy (Irish) (Appointed 16/12/2013) Segrave House 19/20 Earlsfort Terrace Investment Advisor and Sub-Distributor Dublin 2 LGT Capital Partners Limited Ireland Schuetzenstrasse Pfaeffikon Main contact: Switzerland Kathryn O'Driscoll Main contacts: Tycho Sneyers Robert Schlachter Investment Manager and Distributor LGT Capital Partners (Ireland) Limited Segrave House Dublin 1 19/20 Earlsfort Terrace Ireland Dublin 2 Ireland Independent Auditors PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm One Spencer Dock North Wall Quay Main contact: Brian Goonan Administrator/Transfer Agent LGT Fund Managers (Ireland) Limited Segrave House 19/20 Earlsfort Terrace Dublin 2 Ireland Legal Advisor Maples & Calder, Solicitors 75 St Stephen's Green Dublin 2 Ireland Main contact: Paul Garvey Directors and other information Ι CROWN CO-INVESTMENT OPPORTUNITIES Report

93 Strictly confidential Background to the Company 1) The following information is derived from and should be read in conjunction with the full text and definitions section of Crown Co-investment Opportunities plc s ( CROWN CO-INVESTMENT OPPORTUNITIES, CCO or the Company ) offering memorandum (the Offering Memorandum ). Structure Fund size USD million Date of incorporation 18 October 2013 Initial closing date 17 January 2014 Final closing date 17 July 2016 Vintage year 2014 Investment period: Start date 17 January 2014 End date 17 July 2020 Fund expiry date 17 January 2024 Extension periods up to three one-year extensions Investment objective The investment objective of the Company is to provide its participating shareholders with attractive long-term capital appreciation from a globally diversified portfolio of private equity coinvestments. The Company shall predominantly invest in private equity co-investments in the small and mid-market buyout segment which are located or have predominant business operations in Europe or North America. The Company is incorporated under the laws of Ireland as a closed-ended private equity investment company with variable capital pursuant to Part XIII of the Companies Act, The Company is authorized and regulated by the Central Bank of Ireland. CCO has committed to four investments as at 30 April 2014, three of these, C1, C2 and C4 have been committed to through an intermediary vehicle, LGT Capital Invest (Ireland) Limited, which has issued a series of profit participating notes (the Notes ) in lieu of these investments. The Notes are Series 7 (A) due 12 October 2015 (C1), Series 9 (A) due 16 November 2015 (C2) and Series 13 (D) due 21 April 2016 (C4). NOTE: 1) The above information is presented as of signing date for the report for the period ended 30 April Background to the Company Ι CROWN CO-INVESTMENT OPPORTUNITIES Report

94 Strictly confidential Directors report The Directors submit their report together with the audited financial statements for the period from the date of incorporation 18 October 2013 to 30 April Statement of Directors responsibilities The Directors are responsible for preparing the audited financial statements in accordance with applicable law and International Financial Reporting Standards ( IFRS ) as adopted by the EU. Irish company law requires the Directors to prepare financial statements for each financial period that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the period. In preparing the audited financial statements, the Directors are required to: > select suitable accounting policies and then apply them consistently; > make judgements and estimates that are reasonable and prudent; and > prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and comply with the Companies Acts, 1963 to 2013 (the Companies Acts ). They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under the Central Bank of Ireland s Non-UCITS Undertaking for Collective Investment in Transferable Securities) Notices, the Directors are required to entrust the assets of the Company to the Depositary for safekeeping. The Directors are responsible for the integrity of the audited financial statements for the period ended 30 April 2014 which are included on the website of LGT Capital Partners Limited only. Notwithstanding anything else contained in this report, the Directors are not responsible for the maintenance and integrity of the audited financial statements for the period ended 30 April 2014 which may be included on any regulatory authority website as may be required by law and/or regulations. Furthermore, if users of these audited financial statements are concerned with the inherent risks arising from electronic data communications, they are advised to refer to the hard copy of the audited financial statements to confirm the information included in the audited financial statements presented on either the website of LGT Capital Partners Limited and/or any regulatory authority. Corporate governance statement The Board formally adopted a voluntary Corporate Governance Code for Collective Investment Schemes & Management Companies (the Voluntary Code issued on 14 December 2011 by the Irish Funds Industry Association (the IFIA ). As required by the Voluntary Code Mr Konrad Baechinger is acting as an Independent Director. Books of account The measures taken by the Directors to secure compliance with the Company s obligation to keep proper books of account are the use of appropriate systems and procedures which are carefully implemented by the Administrator. The books of account are kept at the registered office of the Company. Review of business and future developments The Company may commit to new private equity investments during four years following the Final Closing Date. An initial commitment on the 17 January 2014 was accepted, calling 11.25% of commitment or USD 20,079,563. No additional capital calls were made to investors as of 30 April Risk management objectives and policies The Company will in the future be exposed to a variety of financial risks including: market, currency, interest rate, credit and liquidity risks and attributes great importance to professional risk management. The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control the economic impact of these risks. The Investment Manager will provide the Company with investment recommendations that are consistent with the Company s objectives. Results The results for the period are set out in the statement of comprehensive income. There have been no distributions during the period. Directors report Ι CROWN CO-INVESTMENT OPPORTUNITIES

95 Strictly confidential Events since the period end Events since the period end that require disclosure in the financial statements, including the Company s closings, are detailed in note 16 to these financial statements. Directors The Directors have the power to appoint any person to be a Director. Any Director so appointed shall hold office until the next annual general meeting and shall then be eligible for re-election. Directors are not required to retire by rotation. A Director must, however, be a person approved for that purpose by the Central Bank of Ireland. The Company is an investment company with variable capital incorporated under the Companies Acts, 1963 to 2013 and is authorized by the Central Bank of Ireland as a designated investment company. The Directors may take all measures necessary to the extent permitted by the Memorandum and Articles of Association, the Offering Memorandum and the Notices issued by the Central Bank of Ireland to carry out the Company s objectives. At the discretion of the Directors, distributions may be made in the form of share repurchases or dividends, provided that such method of distribution shall apply uniformly to all shareholders. No Director had at any time during the period a material interest in any contract of significance, subsisting during or at the end of the period, in relation to the business of the Company. Independent Auditors PricewaterhouseCoopers have expressed their willingness to continue in office in accordance with section 160(2) of the Companies Act, On behalf of the Board Brian Goonan Frank Sheedy 17 July 2014 The names of the persons who were Directors at any time during the period ended 30 April 2014 are set out under Directors and other information. All Directors served for the period from appointment to period end or for the entire period. Directors and Secretary s interests The Directors and Secretary and their families had no interests in the shares of the Company at 30 April Certain Directors are or have been Directors of LGT Capital Partners Limited, LGT Capital Partners (Ireland) Limited, LGT Bank (Ireland) Limited and LGT Fund Managers (Ireland) Limited during the period as follows: LGT Capital Partners Limited LGT Capital Partners (Ireland) Limited LGT Bank (Ireland) Limited LGT Fund Managers (Ireland) Limited Paul Garvey x x x Tycho Sneyers x x Desmond Tobin x x x Directors report Ι CROWN CO-INVESTMENT OPPORTUNITIES

96 Strictly confidential Depositary s report to the members of Crown Co-investment Opportunities plc Report of the Depositary to the Shareholders We have enquired into the conduct of Crown Coinvestment Opportunities plc (the Company ) for the period ended 30 April 2014 in our capacity as Depositary to the Company. This report including the opinion has been prepared for and solely for the shareholders in the Company as a body, in accordance with the Central Bank of Ireland s Non- UCITS Notice 7, and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown. Responsibilities of the Depositary Our duties and responsibilities are outlined in the Central Bank of Ireland s Non-UCITS Notice 7. One of those duties is to enquire into the conduct of the Company in each accounting period and report thereon to the shareholders. Our report shall state whether, in our opinion, the Company has been managed in that period, in accordance with the provisions of the Company s Memorandum and Articles of Association and the Non- UCITS Notices. It is the overall responsibility of the Company to comply with these provisions. If the Company has not so complied, we as Depositary must state why this is the case and outline the steps which we have taken to rectify the situation. Basis of Depositary opinion The Depositary conducts such reviews as it, in its reasonable opinion, considers necessary in order to comply with its duties as outlined in Non-UCITS Notice 7 and to ensure that, in all material respects, the Company has been managed: (i) in accordance with the limitations imposed on its investment and borrowing powers by the provisions of its constitutional documentation and the appropriate regulations; and (ii) otherwise in accordance with the Company s constitutional documentation and the appropriate regulations. Opinion In our opinion, the Company has been managed during the period, in all material respects: > in accordance with the limitations imposed on the investment and borrowing powers of the Company by the Memorandum and Articles of Association and by the Central Bank of Ireland under the powers granted to it by the Companies Act, 1990 Part XIII and the Investment Funds, Companies and Miscellaneous Provisions Act, 2005; and > otherwise in accordance with the provisions of the Memorandum and Articles of Association, the Companies Act, 1990 Part XIII and the Investment Funds, Companies and Miscellaneous Provisions Act, Credit Suisse International, Dublin Branch Dublin 17 July 2014 Depositary s report Ι CROWN CO-INVESTMENT OPPORTUNITIES

97 Strictly confidential Independent Auditors report to the members of Crown Co-investment Opportunities plc We have audited the financial statements of the Company for the period from 18 October 2013 (date of incorporation) to 30 April 2014 which comprise the statement of comprehensive income, balance sheet, statement of changes in net assets attributable to shareholders, the statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and in accordance with the provisions of the Companies Acts 1963 to Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors responsibilities as set on page 4, the Directors are responsible for the preparation of the financial statements giving a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the Company s members as a body in accordance with Section 193 of the Companies Act,1990 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Company s affairs as at 30 April 2014 and of its statement of comprehensive income and cash flows for the period from 18 October 2013 to 30 April 2014; and have been properly prepared in accordance with the requirements of the Companies Acts 1963 to Matters on which we are required to report by the Companies Acts 1963 to 2013 We have obtained all the information and explanations which we consider necessary for the purposes of our audit. In our opinion proper books of account have been kept by the Company. The financial statements are in agreement with the books of account. In our opinion the information given in the Directors Report is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the provisions in the Companies Acts 1963 to 2013 which require us to report to you if, in our opinion, the disclosures of directors remuneration and transactions specified by law are not made. Kenneth Owens For and on behalf of PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm Dublin 17 July 2014 Independent Auditors report Ι CROWN CO-INVESTMENT OPPORTUNITIES

98 Strictly confidential Statement of comprehensive income FOR THE PERIOD 18 OCTOBER 2013 TO 30 APRIL ) Amounts are reported in USD Note ) Operating income Gain on foreign exchange, net 39,635 Net gain on investments at fair value through profit or loss 3 391,095 Total net income 430,730 Operating expenses Investment management fee 4 (23,619) Administration fee 4 (24,067) Depositary fees 4 (2,773) Audit fee 4 (5,428) Organization expenses (50,000) Other operating expenses (49,672) Total operating expenses (155,559) Operating profit 275,171 Finance costs (11,858) Profit for the period 263,313 TOTAL COMPREHENSIVE PROFIT FOR THE PERIOD 263,313 The accompanying notes are an integral part of the financial statements. All amounts arose solely from continuing operations. There are no gains and losses other than those dealt with in the statement of comprehensive income. On behalf of the Board Brian Goonan Frank Sheedy 17 July ) Representing the period from the date of incorporation on 18 October 2013 to 30 April Statement of comprehensive income Ι CROWN CO-INVESTMENT OPPORTUNITIES

99 Strictly confidential Balance sheet AS OF 30 APRIL 2014 Amounts are reported in USD Note 2014 Assets Current assets Cash and cash equivalents 5 220,591 Accrued income and other receivables 6 13,905 Total current assets 234,496 Non-current assets Investments at fair value through profit or loss 7 24,810,100 Total non-current assets 24,810,100 TOTAL ASSETS 25,044,596 Capital and reserves attributable to shareholders Share capital 10 20,079,563 Retained earnings 263,313 Net assets attributable to shareholders 20,342,876 Current liabilities Accrued expenses and other payables 8 101,720 Due to banks 9 4,600,000 Total current liabilities 4,701,720 TOTAL LIABILITIES 25,044,596 The accompanying notes are an integral part of the financial statements. NET ASSET VALUE BY SHARE CLASS ("NAV") Shares issued Total NAV (in USD) As of 30 April 2014 Number of shares in issue NAV per share (in USD) NAV per share (in EUR) "E" 1,515,122 15, "O" 18,827, , Total 20,342, , On behalf of the Board Brian Goonan Frank Sheedy 17 July 2014 Balance sheet Ι CROWN CO-INVESTMENT OPPORTUNITIES

100 Strictly confidential Statement of changes in net assets attributable to shareholders FOR THE PERIOD ENDED 30 APRIL ) Amounts are reported in USD Share capital Retained earnings Total At 18 October Total comprehensive profit for the period - 263, ,313 Issue of shares 20,079,563-20,079,563 Net increase for the period 20,079, ,313 20,342,876 At 30 April ,079, ,313 20,342,876 The accompanying notes are an integral part of the financial statements. 1) Representing the period from the date of incorporation on 18 October 2013 to 30 April Statement of changes in net assets attributable to shareholders Ι CROWN CO-INVESTMENT OPPORTUNITIES

101 Strictly confidential Cash flow statement FOR THE PERIOD ENDED 30 APRIL ) Amounts are reported in USD ) Cash flows from/(used in) operating activities Purchase of investments (24,419,005) Operating expenses paid (70,427) Net cash flows used in operating activities (24,489,432) Cash flows from/(used in) financing activities Interest paid (9,175) Proceeds from bank loans 4,600,000 Proceeds from issue of shares 20,079,563 Net cash flows from financing activities 24,670,388 Net increase in cash and cash equivalents 180,956 Cash and cash equivalents at beginning of period - Exchange gains on cash and cash equivalents 39,635 CASH AND CASH EQUIVALENTS AT END OF PERIOD 220,591 The accompanying notes are an integral part of the financial statements. 1) Representing the period from the date of incorporation on 18 October 2013 to 30 April Cash flow statement Ι CROWN CO-INVESTMENT OPPORTUNITIES

102 Strictly confidential Notes to the financial statements 1. Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. (a) Basis of preparation The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the EU, and Irish statute comprising the Companies Acts, 1963 to The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities held at fair value through profit or loss. The preparation of financial statements in conformity with IFRS as adopted by the EU requires the use of accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the Company s accounting policies. The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are significant to the financial statements are disclosed in Note 2. Standards and amendments to published standards that are mandatory for the financial period beginning on or after 1 January 2013 > IFRS 13, Fair value measurement, effective for annual periods beginning on or after 1 January 2013, has been adopted. The standard improves consistency and reduces complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. > IFRS 10, Consolidated financial statements, builds on the existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard effective for annual periods on or after 1 January 2013 has been adopted and provides additional guidance to assist in the determination of control where this is difficult to assess. > IFRS 12, Disclosures of interests in other entities, effective for annual periods beginning on or after 1 January 2013, has been adopted and includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. > IFRS 7, Disclosures Offsetting financial assets and financial liabilities require additional disclosures to enable users of financial statements to evaluate the effect or the potential effects of netting arrangements, including rights of set-off associated with an entity s recognized financial assets and recognized financial liabilities, on the entity s financial position. The amendments did not have any impact on the Company s financial position or performance. There are no other IFRSs or IFRIC interpretations that are effective for the first time for the financial period beginning on or after 1 January 2013 that would be expected to have a material impact on the Company. New standards, amendments and interpretations effective after 1 January 2013 and have not been early adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Company. (b) Use of estimates The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates (see Note 2 also). (c) Foreign currency translation (i) Functional and presentation currency Items included in the Company s financial statements are measured using the US Dollar (the Functional Currency ), which is the currency of the primary economic environment in which it operates. In determining the Functional Currency the following factors were noted; - The US Dollar is the currency in which calls and distributions to the Company s investors are made; - Management shares issued amount to USD 3, being three management shares of USD 1 each; Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

103 Strictly confidential Notes to the financial statements - The Company holds a portion of the investments in its portfolio in USD; - One of the Company s primary objectives is to invest in North American co-investments. The Directors have used their judgement to determine that the US Dollar is the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions of the Company. Foreign currency denominated assets and liabilities are translated into US Dollar at the exchange rates ruling at the balance sheet date. (ii) Transactions and balances Foreign currency transactions are translated into US Dollar using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive income. Translation differences on non-monetary items, such as financial assets and liabilities held at fair value through profit or loss, are reported as part of the fair value gain or loss. (d) Cash and cash equivalents Cash and cash equivalents comprise demand, call and term deposits with a maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents comprise all cash, shortterm deposits and other money market instruments, net of short-term overdrafts, with a maturity of three months or less. Cash and cash equivalents are recorded at nominal value. Bank overdrafts, if any, are shown as current liabilities in the balance sheet. (e) Due from and due to brokers Amounts due from and to brokers represent receivables for securities sold and payables for securities purchased that have been contracted for but not yet settled or delivered on the balance sheet date, respectively. Amounts due from and to brokers are recorded initially at fair value and subsequently measured at amortized cost using the effective interest method. (f) Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds and the redemption value is recognized in the statement of comprehensive income over the period of the borrowing using the effective interest method. Borrowings are shown as current liabilities unless the Company has the unconditional right to defer settlement for at least 12 months after the balance sheet date. Interest expense is recognized on the basis of the effective interest method and is included in finance costs. (g) Financial assets and liabilities at fair value through profit or loss The Company, in accordance with IAS 39, classifies its investments as financial assets and liabilities at fair value through profit or loss category. The category of financial assets and liabilities at fair value through profit or loss comprises: > financial instruments held-for-trading. These include futures, forward contracts, options and swaps; and > financial instruments designated at fair value through profit or loss upon initial recognition. These include financial assets that are not held for trading purposes and which may be sold. Financial assets that are classified as loans and receivables include balances due from brokers and accounts receivable. Financial liabilities that are not at fair value through profit or loss include balances due to brokers and accounts payable. (i) Recognition and derecognition The Company recognizes financial assets and financial liabilities on the date it becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when they are extinguished, that is, when the obligation specified in the contract is discharged, cancelled or expires. Regular-way purchases and sales of investments are recognized on the trade date. From this date any gains and losses arising from changes in fair value of the financial assets or financial liabilities are recorded. (ii) Measurement Financial instruments are measured initially at fair value. Transaction costs on financial assets and financial liabilities at fair value through profit or loss are expensed immediately. Subsequent to initial recognition, all instruments classified at fair value through profit or loss are measured at fair value with changes in their fair value recognized in the statement of comprehensive income. (iii) Fair value measurement principles Listed securities The fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

104 Strictly confidential Notes to the financial statements and trading securities) are based on quoted market prices at the close of trading on the year end date. The Board of Directors considers markets to be active when transactions are occurring frequently enough on an ongoing basis to obtain reliable pricing information on an ongoing basis. If observed transactions are no longer regularly occurring, or the only observed transactions are distressed/forced sales, the market would no longer be considered active. In cases where it is judged that there is no longer an active market, any transactions that occur may nevertheless provide evidence of current market conditions which will be considered in estimating a fair value using the valuation technique as described. Financial instruments are assessed separately when determining if there is an active market. None of the investments outlined in the portfolio of investments belong to this category as of 30 April Co-investments The fair value of financial instruments that are not traded in an active market are determined by using valuation techniques. Private equity investments for which market quotations are not readily available are valued at their fair values by the Board of Directors. Private equity valuations are usually generated by the general partners or manager of the underlying portfolio of investments on a quarterly basis and are actually received with a delay of at least one-to-two months after the quarter end date. As a result, the period-end net asset value predominantly consists of investments valued at cost as no quarterly statements have been received. If the Board of Directors comes to the conclusion upon recommendation of the Investment Manager after applying the above-mentioned valuation methods, that the most recent valuation reported by the manager/administrator of a fund investment is materially misstated, it will make the necessary adjustments using the results of its own review and analysis. In estimating the fair value of fund investments, the Investment Manager in its valuation recommendation to the Board of Directors considers all appropriate and applicable factors (including a sensitivity to nonobservable market factors) relevant to their value, including but not limited to the following: > reference to the fund investment s reporting information including consideration of any time lags between the date of the latest available reporting and the balance sheet date of the Company in those situations where no April valuation of the underlying fund is available. This includes a detailed analysis of exits (trade sales, initial public offerings, etc.) which the fund investments have had in the period between the latest available reporting and the balance sheet date of the Company, as well as other relevant valuation information. This information is a result of continuous contact with the investment managers and, specifically, by monitoring calls made to the investment managers, distribution notices received from the investment managers in the period between the latest available report and the balance sheet date of the Company, as well as the monitoring of other financial information sources and the assessment thereof; > reference to recent transaction prices; > result of operational and environmental assessments: periodic valuation reviews are made of the valuations of the underlying investments as reported by the investment managers to determine if the values are reasonable, accurate and reliable. These reviews include a fair value estimation using widely recognized valuation methods such as multiples analysis and discounted cash flow analysis; > review of management information provided by the managers/administrators of the fund investments on a regular basis; and > mark-to-market valuations for quoted investments held by the fund investments which make up a significant portion of the Company s net asset value. All fair valuations may differ significantly from values that would have been used had ready markets existed, and the differences could be material. The valuation of the investments is performed on a regular basis, but at least quarterly. (h) Dividends and interest income Dividend income from financial assets at fair value through profit or loss is recognized in the statement of comprehensive income within dividend income when the Company s right to receive payments is established. Interest from bank, investors and underlying debt securities at fair value through profit or loss is recognized in the statement of comprehensive income within interest income based on the effective interest rate. (j) Payables and accrued expenses Payables and accrued expenses are recognized initially at fair value and subsequently stated at amortized cost. Expenses are recognized in the statement of comprehensive income on an accruals basis. (k) Share issues and repurchases Shares are classified as financial liabilities under IAS 32. Only the Company can instruct the issuance or repurchase of its shares. The Company issues shares in lieu of capital calls requested from investors up to the maximum of their subscribed capital amount. The Company has the option to purchase shares from its investors by way of a share repurchase and the share capital is reduced on the distribution date accordingly. Share repurchases can be instructed by the Company by way of distributing proceeds received from its investments, once all outstanding obligations and expenses of the Company have been provided for, in accordance with the Company s Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

105 Strictly confidential Notes to the financial statements distribution policy. The Company shall not unreasonably delay the distribution of liquidity, available from the realization proceeds from portfolio investments, to shareholders. (l) Segment reporting Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Investment Manager. The sole reportable operating segment of the Company is investing in private equity investments. Asset allocation is based on a single, integrated investment strategy and the Company s performance is evaluated on an overall basis. There were no changes in the reportable segments during the period. 2. Critical accounting estimates and judgements The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year are: Functional currency estimate The Board of Directors considers the US Dollar to be the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions. The US Dollar is the currency in which management measures its performance and report its results. Fair value of non-quoted investments The Board of Directors uses its judgement to select a variety of methods and makes assumptions that are not always supported by observable market prices or rates. The use of valuation techniques requires them to make estimates. Changes in assumptions could affect the reported fair value of these investments. As at 30 April 2014 the Board of Directors made no valuation adjustments. 3. Net gain on investments at fair value through profit or loss 2014 USD Net realized gain - Net movement in unrealized gain 391,095 Net gain on investments at fair value through profit or loss 391, Other expenses The Administrator will be entitled to an annual fee of 0.06% (plus VAT, if any) of the net asset value of the Company accruing monthly and payable quarterly in advance, subject to a monthly minimum fee of EUR 5,000 (to include fees relating to company secretarial services), and is entitled to be reimbursed its reasonable out-of-pocket expenses incurred on behalf of the Company. Depositary fees are accrued and paid monthly in arrears at an annual rate of 0.02% each of the Company s net asset value, with the former capped at EUR 45,000 per annum. From the initial closing date, the Investment Manager will be entitled to an annual management fee calculated as a percentage of the subscribed capital (plus VAT, if any) in the first seven years following the initial closing date and thereafter an annual management fee calculated as a percentage of the net asset value per share class (plus VAT, if any) in accordance with the following: Class A and Class E Shares (Euro denominated) shall be charged with an annual Management Fee of: 0.60% p.a. of the subscribed capital in the first year following the initial closing date; 0.80% p.a. of the subscribed capital in the second year following the initial closing date; 1.00% p.a. of the subscribed capital thereafter until the end of the seventh year following the initial closing date; and 1.00% p.a. of the net asset value per share class thereafter. Class O Shares shall not be charged with a management fee. The Investment Manager is also entitled to a performance fee that is accrued based on a percentage of the gain in the Company s value over the period, but only if it exceeds net contributed capital plus an 8% compounded rate of return (the Hurdle ). No performance fee is payable for Class O shares. There was no performance fee accrual as of 30 April Cash and cash equivalents 2014 USD Cash at bank 220, ,591 The cash at bank balance was held with Credit Suisse International, Dublin Branch. Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

106 Strictly confidential Notes to the financial statements 6. Accrued income and other receivables 2014 USD Other receivables and prepaid expenses 13,905 13,905 All amounts included above fall due within one year 7. Investments at fair value through profit or loss As of 30 April 2014, the Company had subscribed interests in four co-investments. The Company may make its investments through partnering transactions or joint ventures in certain circumstances, in each case a private equity co-investment. Accordingly, the Company may hold interests in investments in conjunction with one or more other investors. The Company s execution of voting rights and the Company s investment and divestment from a private equity co-investment is typically bound to the discretionary decision of the financial sponsor of the private equity co-investment. The total committed capital amounted to USD 45.8 million of which USD 24.4 million has been contributed to date. The details of these funds are shown in the portfolio of investments together with an outline of the Company s commitments to the co-investments. The commitments to these investments will be funded by contributions from the Company s investors. IFRS 7 Financial Instruments: Disclosures requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements. The hierarchy has the following levels: > Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities; > Level 2 inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and > Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes observable requires significant judgement by the Board of Directors. The Board of Directors considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Investments whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include active listed equities. The Company does not adjust the quoted price for these instruments. The Company does not hold any listed securities. Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. The Company currently has no instruments classified as Level 2. Instruments classified within Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include private equity investments for which observable prices are not available. The Company values these investments as described in note 1(g) of the financial statements. All the Company s investments at 30 April 2014 are considered Level 3 investments. Prior to making a commitment to co-investments the Company s Investment Manager carries out a comprehensive due diligence review of the proposed investment. This due diligence review encompasses: (i) prior investment performance, (ii) legal terms and conditions, (iii) investment team review; and (iv) reference calls with associated parties. Based on the outcome of the due diligence review, the Investment Manager then makes a proposal to the Board of Directors of the Company. The Investment Manager continuously reviews all investments to determine if fair values are being provided by the general partner and/or investment manager. If it is determined that the values provided are not fair values under IFRS then the Investment Manager revalues the investment using the techniques described in Note 2 Critical accounting estimates and judgements and proposes a valuation adjustment to the Board of Directors. Three of the investments in the portfolio are held by LGT Capital Invest (Ireland) Limited ( LGTCI ) and Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

107 Strictly confidential Notes to the financial statements the Company holds the notes relating to these three investments in C1, C2 and C4. C1 and C2 were transferred into the Company by way of a transfer agreement between LGT Investments Limited (a warehousing company) and CCO when the Company was launched while the commitment to C4 occurred on 22 April As of 30 April 2014 no capital has been called in relation to C4. During the period 31 October 2013 to 30 April 2014 there were no transfers between the three levels of financials assets. The following table represents the roll forward valuation of Level 3 instruments at 30 April 2014: 2014 USD Valuation at 18 October Additions 24,419,005 Unrealized gains 571,540 Unrealized losses (180,445) Valuation at 30 April ,810,100 Change in unrealized gains or losses for Level 3 assets held at period end and included in other net changes in fair value on financial assets and financial liabilities at fair value through profit or loss 391,095 Total unrealized gains or losses in the table are included in the statement of comprehensive income under net gain on investments at fair value through profit or loss. The assets and liabilities included in the table below are carried at amortized cost; their carrying values are a reasonable approximation of value. The following table analyses within the fair value hierarchy the Company s assets and liabilities (by class) not measured at fair value at 30 April 2014 but for which fair value is disclosed. The strategies and percentage of fair value include the following: interest rate, foreign currency and other price risks represent the market risks to which such partnerships are directly exposed. Furthermore in the absence of reliable market indicators, discernible market trends or benchmarks, the Directors have evaluated that 5% is a reasonable possible change on a strategy by strategy basis as calculated on page 20. Amounts are reported in USD Level 1 Level 2 Level 3 Total Assets Current assets Cash and cash equivalents 220, ,591 Accrued income and other receivables - 13,905-13,905 Total current assets 220,591 13, ,496 Non-current assets Investments at fair value through profit or loss ,810,100 24,810,100 Total non-current assets ,810,100 24,810,100 TOTAL ASSETS 220,591 13,905 24,810,100 25,044,596 Capital and reserves attributable to shareholders Share capital - 20,079,563-20,079,563 Retained earnings - 263, ,313 Net assets attributable to shareholders - 20,342,876-20,342,876 Current liabilities Accrued expenses and other payables - 101, ,720 Due to banks 4,600, ,600,000 Total current liabilities 4,600, ,720-4,701,720 TOTAL LIABILITIES 4,600,000 20,444,596-25,044,596 Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

108 Strictly confidential Notes to the financial statements 8. Accrued expenses and other payables Due within one year 2014 USD Administration fee 6,848 Depositary fees 2,773 Audit fee 5,431 Commitment fee 20,000 Trade creditors and accruals 63,985 Interest payable on bank loan 2, , Due to banks 2014 USD Short-term bank loan 4,600,000 4,600,000 The short-term bank loan of USD 4,600,000 is held with LGT Bank (Ireland) Limited for the two week period to 7 May 2014 at a rate of %. 10. Share capital Authorised The authorised share capital of the Company is divided into three management shares of USD 1 each and 500,000,000 participating shares of no par value. Management shares Management shares issued amount to USD 3, being three management shares of USD 1 each. The management shares do not form part of the net asset value of the Company and are thus disclosed in the financial statements by way of this note only. In the opinion of the Directors of the Company, this disclosure reflects the nature of the Company s business as an investment fund. Significant investors Two investors held ten per cent or more of share capital of the Company at period end. Significant investors 30 April 2014 % of issued share capital Shares held Investor reference CCO02 90, Investor reference CCO03 78, Related parties Parties are considered to be related if one party has the ability to control the other party or exercise considerable influence over the other party in making financial or operating decisions. In the opinion of the Board of Directors, LGT Capital Partners Limited, LGT Capital Partners (Ireland) Limited, LGT Fund Managers (Ireland) Limited, LGT Bank (Ireland) Limited, LGT Capital Invest (Ireland) Limited and LGT Investments Limited are related parties under IAS 24 Related Party Disclosures. CCO purchased it s interest in CI and C2 from LGT Investments Limited which was warehousing the notes in LGT Capital Invest (Ireland) Limited on their behalf. These notes were purchased as fair market value as at the transfer date. It is noted that one of the directors Urs Gaehwiler is also a director in investor references CCO01 and CCO02 and these investors have a common advisor LGT Capital Partners Limited. As of 29 January 2014, the Company had a credit facility with LGT Bank (Ireland) Limited for the lower of USD 20,000,000 or 10% of the subscribed capital (or 20% of the net asset value ( NAV ) of the Borrower plus the uncalled commitments during the offer period). The loan facility will be available from 31 January 2014 until 31 January 2017 and thereafter can be automatically renewed each year by LGT Bank (Ireland) Limited. The loan is secured against a charge over the future uncalled commitments from investors and current cash balances of the Company. The Company shall pay to LGT Bank (Ireland) Limited a facility fee of 0.40% (zero point four zero per cent) payable semi-annually in arrears on the basis of exact number of days elapsed divided by a 360-day-year (365/360). Pursuant to the debenture dated 4 February 2014, the following continuing security will be created for the discharge of the present and future financial and non-financial obligations of the borrower to LGT Bank (Ireland) Limited pursuant to the loan agreement: i) Fixed charges As beneficial owner, charges unto the lender by way of first fixed charge: > the accounts and all monies (including interest) from time to time standing to the credit thereof and the debts represented thereby; and > the proceeds contained in the accounts. Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

109 Strictly confidential Notes to the financial statements ii) Floating charge As beneficial owner, charges unto the lender by way of first floating charge the proceeds contained in the accounts, the accounts and the unfunded subscriptions both present and future not effectually subject to any legal mortgage, security assignment or fixed charge hereby created or evidenced. Certain Directors are also directors of LGT Capital Partners Limited, LGT Capital Partners (Ireland) Limited, LGT Fund Managers (Ireland) Limited and LGT Bank (Ireland) Limited. There were no payments made to the Directors for the period ended 30 April As at 30 April 2014, the set-up costs of USD 50,000 were incurred on behalf of the Company and in the event the Company doesn t commit to investments, LGT Capital Partners (Ireland) Limited would be the entity with the ultimate responsibility for the obligations of the Company. Related party/ Relationship/ Agreement (s) Direct/indirect LGT Capital Partners (Ireland) Limited/ Common directorships/ Investment management agreement/ Direct LGT Fund Managers (Ireland) Limited/ Common directorships/ Administration agreement/ Direct LGT Bank (Ireland) Limited/ Common directorships/ Loan and paying agency agreement Direct Terms and 2014 conditions Transaction type USD note 4 Investment management fee 23,619 note 4 Administration fee 24,067 note 4/8 Administration fee payable 6,848 note 9 Due to banks 4,600,000 note 11 Finance costs - interest charges 11,858 note 8/11 Interest payable 2,683 note 8/11 Other operating expenses - commitment fee 20,000 note 8/11 Other operating expenses - commitment fee payable 20, Exchange rates 13. Financial risk management The financial statements are prepared in US Dollar. The following exchange rates have been used to translate assets and liabilities in other currencies to US Dollar: At 30 April 2014 GBP CHF EUR SEK The Company s investment objective is to maximize the long-term returns to shareholders by investing in a diversified portfolio of private equity investments. The holding of investments, investing activities and associated financing undertaken pursuant to this objective involves certain inherent risks. The inherent risks can also be affected by the concentration of elements within the different risk categories. Where significant concentration risks exist they will be separately identified within the specific risk categories outlined in this note. Below is a description of the principal risks inherent in the Company s activities along with the actions it has taken to manage these risks. The Company s assets and liabilities comprise financial instruments which include: Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

110 Strictly confidential Notes to the financial statements > private equity investments: these are held in accordance with the Company s investment objective and policies; and > cash, liquid resources and short-term debtors and creditors that arise directly from its investment activities. The main risks arising from the Company s financial instruments are market price, foreign currency, interest rate, credit and liquidity risks. The Board of Directors reviews and agrees policies for managing each of these risks and they are summarized below: (a) Market price risk The investments held in the portfolio may be realized only after several years and their fair values may change significantly over time. The Investment Manager provides the Company with investment recommendations that are consistent with the Company s objectives. The Investment Manager s recommendations are reviewed by the Board of Directors before the investment decisions are implemented. The investment objective is to target a range of buyout funds which primarily invest in Europe. These funds and their respective investment managers are selected on qualitative research criteria including: (i) past performance in relation to investment style, expected returns, benchmarks and degree of risk; (ii) business structure and team organization of the investment manager; (iii) fit of the investment manager/investment vehicle into the overall portfolio; (iv) amount under management and commitment of the principals of the investment manager; and (v) cost structure. At 30 April 2014, the Company s market risk is affected by three main components: (i) changes in actual market prices; (ii) interest rate risk; and (iii) foreign currency movements. Foreign currency risk and liquidity risk are covered in Notes 13(b) and 13(e) respectively. If the value of the investments (based on period-end values) had increased or decreased by 5% with all other variables held constant, the impact on the statement of comprehensive income would have been USD 1,240,505. The Directors have deemed the 5% as a reasonable representation of a variable differential in the value of investments. The Company is generally exposed to a variety of market risk factors, which may vary significantly over time and measurement of such exposure at any given point in time may be difficult given the flexibility, complexity and limited transparency of the underlying investments. Therefore, a sensitivity analysis is deemed of limited explanatory value or may be misleading. (b) Foreign currency risk A significant portion of the net assets of the Company are denominated in currencies other than the US Dollar (which is the Company s Functional Currency), with the effect that the balance sheet and total return can be significantly affected by currency movements. Table 1 sets out the Company s direct exposure to foreign currency risk, none of which was hedged by the Company at the end of the period. In accordance with the Company s policy, the Investment Manager monitors the Company s currency position on a monthly basis and the Board of Directors reviews it on a regular basis. For the purpose of determining risk disclosures, in accordance with IFRS 7, currency risk is not considered to arise from financial instruments that are nonmonetary items (e.g. equity investments). The table below summarises the sensitivity of the Company s assets and liabilities to changes in foreign exchange movements at 30 April The analysis is based on the assumptions that the relevant foreign exchange rate increased/decreased by the percentage disclosed in the table below, with all other variables held constant. This represents managements best estimate of a Reasonable possible shift in rate April 2014 Currency EUR +/- 1% +/- 16 GBP +/- 2% +/- 273,074 CHF +/- 1% +/- 140 SEK +/- 2% +/- 131,033 reasonable possible shift in the foreign exchange rates, having regard to historical volatility of those rates. (c) Interest rate risk The Company invests in the desired currencies at both fixed and floating rates of interest. The interest rate risk is that the fair value of cash and cash equivalents and loans payable will fluctuate with the changes in the market rates. The influence of Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

111 Strictly confidential Notes to the financial statements changes in the market rates of interest is not expected to be significant. The Company s financial assets and liabilities, which are set out in table 2 are, with the exception of cash and cash equivalents and loans, primarily noninterest bearing and are therefore not subject to significant amounts of risk due to fluctuations in the interest rates. (d) Credit risk The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. This risk applies to the assets of the Company all of which are unsecured. The counterparty risk exposure is equivalent to the total value of the Company s assets. Impairment provisions are provided for losses that have been incurred by the balance sheet date, if any. There were no impairment provisions in the current period. The Company s main credit risk concentration is from amounts held at counterparty banks and from the private equity investments in which the Company is invested. The Company seeks to mitigate its exposure to credit risk by conducting its contractual transactions with institutions which are reputable and well established. In accordance with the Company s policy, the Investment Manager monitors the Company s credit position on a monthly basis and the Board of Directors reviews it on a regular basis. The cash at bank balance is unsecured and is held with Credit Suisse International, Dublin Branch, the only rated counterparty credit risk (A-1). The credit rating of the Depositary as at 30 April 2014 was A-1 (Source: Standard and Poor s). meet current and future obligations. The liquidity position owing to shareholders at the balance sheet date is represented by the assets minus liabilities of the Company. Table 3 analyzes the Company s financial assets and liabilities based on the remaining period at the balance sheet date to the contractual maturity date. The amounts in Table 3 are the contractual undiscounted cash flows. Balances due within twelve months equal their carrying balances, as the impact of discounting is not significant. In accordance with the Company s policy, the Investment Manager monitors the Company s liquidity position on a monthly basis and the Board of Directors reviews it on a regular basis. (f) Capital risk management The capital of the Company is represented by the net assets attributable to the holders of participating shares. The Company s objective when managing the capital is to safeguard the ability to continue as a going concern in order to provide returns for holders of participating shares and benefits for other stakeholders and to maintain a strong capital base to support the development of the investment activities of the Company. The Investment Manager and administrator monitor capital on the basis of the value of net assets attributable to holders of participating shares and the position is reviewed by the Board periodically. The capital management of the Company is controlled by the Investment Manager with the main risk relating to an investor default. The main provisions for dealing with a default allow the Company to conditionally take ownership of a defaulting investor s holding with a view to sourcing a buyer and the imposition of a 50% penalty on the sales proceeds. (e) Liquidity risk The Company may have an inability to raise additional funds or to use credit lines, if any, to satisfy the commitments to the various private equity investments. In the event of liquidity shortfall the Company has access to credit facilities and uncalled commitments which have default provisions, if needed, provided for in the Offering Memorandum. The Company can hold back making distributions to ensure its ability to Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

112 Strictly confidential Notes to the financial statements Table 1: Currency exposure Amounts are reported in USD AS OF 30 APRIL 2014 Amounts are reported in USD USD EUR CHF GBP SEK Total Assets Current assets Cash and cash equivalents 220, ,591 Accrued income and other receivables - 13, ,905 Total current assets 220,591 13, ,496 Non-current assets Investments at fair value through profit or loss 4,604, ,653,707 6,551,625 24,810,100 Total non-current assets 4,604, ,653,707 6,551,625 24,810,100 TOTAL ASSETS 4,825,359 13,905-13,653,707 6,551,625 25,044,596 Capital and reserves attributable to shareholders Share capital 20,079, ,079,563 Retained earnings 263, ,313 Net assets attributable to shareholders 20,342, ,342,876 Current liabilities Accrued expenses and other payables 75,456 12,279 13, ,720 Due to banks 4,600, ,600,000 Total current liabilities 4,675,456 12,279 13, ,701,720 TOTAL LIABILITIES 25,018,332 12,279 13, ,044,596 Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

113 Strictly confidential Notes to the financial statements Table 2: Interest rate exposure Amounts are reported in USD AS OF 30 APRIL 2014 Amounts are reported in USD Less than 1 month Non-interest bearing Total Assets Current assets Cash and cash equivalents 220, ,591 Accrued income and other receivables - 13,905 13,905 Total current assets 220,591 13, ,496 Non-current assets Investments at fair value through profit or loss - 24,810,100 24,810,100 Total non-current assets - 24,810,100 24,810,100 TOTAL ASSETS 220,591 24,824,005 25,044,596 Capital and reserves attributable to shareholders Share capital - 20,079,563 20,079,563 Retained earnings - 263, ,313 Net assets attributable to shareholders - 20,342,876 20,342,876 Current liabilities Accrued expenses and other payables - 101, ,720 Due to banks 4,600,000-4,600,000 Total current liabilities 4,600, ,720 4,701,720 TOTAL LIABILITIES 4,600,000 20,444,596 25,044,596 Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

114 Strictly confidential Notes to the financial statements Table 3: Liquidity exposure Amounts are reported in USD AS OF 30 APRIL 2014 Amounts are reported in USD Less than 1 month No stated maturity Total Assets Current assets Cash and cash equivalents 220, ,591 Accrued income and other receivables 13,905-13,905 Total current assets 234, ,496 Non-current assets Investments at fair value through profit or loss - 24,810,100 24,810,100 Total non-current assets - 24,810,100 24,810,100 TOTAL ASSETS 234,496 24,810,100 25,044,596 Capital and reserves attributable to shareholders Share capital - 20,079,563 20,079,563 Retained earnings - 263, ,313 Net assets attributable to shareholders - 20,342,876 20,342,876 Current liabilities Accrued expenses and other payables 101, ,720 Due to banks 4,600,000-4,600,000 Total current liabilities 4,701,720-4,701,720 TOTAL LIABILITIES 4,701,720 20,342,876 25,044,596 Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

115 Strictly confidential Notes to the financial statements 14. Taxation Under current law and practice the Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997, as amended (the TCA ). On that basis, it is not chargeable to Irish tax on its income or gains. However, Irish tax may arise on the occurrence of a chargeable event. A chargeable event includes any distribution payments to shareholders or any encashment, redemption, transfer or cancellation of shares and any deemed disposal of shares for Irish tax purposes arising as a result of holding shares in the Company for a period of eight years or more. No Irish tax will arise in respect of chargeable events in respect of a shareholder who is an Exempt Irish Investor (as defined in Section 739D of the TCA) or who is neither Irish resident nor ordinarily resident in Ireland for tax purposes at the time of the chargeable event, provided, in each case, that an appropriate valid declaration in accordance with Schedule 2B of the TCA is held by the Company or where the Company has been authorized by Irish Revenue to make gross payments in absence of appropriate declarations. Distributions, interest and capital gains (if any received on investments made by the Company may be subject to withholding taxes imposed by the country of origin and such taxes may not be recoverable by the Company or its shareholders. 15. Soft commission arrangements There were no soft commission arrangements affecting the Company during the period ended 30 April Events since the period end An application shall be made to admit the Class L Shares of the Company to the Official List and trading on the Main Securities Market of the Irish Stock Exchange, should the Class L Shares be issued. 17. Approval of financial statements The Directors approved the audited financial statements on 17 July Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

116 Strictly confidential Notes to the financial statements Notes to the financial statements Ι CROWN CO-INVESTMENT OPPORTUNITIES

117 Strictly confidential Portfolio of investments FOR THE PERIOD ENDED 30 APRIL ),2),3) Partnership currency Capital commitments: partnership currency Capital commitments: USD 2014 Fair value (USD) 2014 Percentage of total net assets attributable to share holders (%) Co-investments Vintage year 2014 C1 GBP 8,047,337 13,588,734 13,653, C2 SEK 42,500,000 6,522,900 6,551, C3 USD 4,604,768 4,604,768 4,604, C4 GBP 12,500,000 21,107, Sub-total co-investments 45,823,902 24,810, Investments at fair value through profit or loss 45,823,902 24,810, Other net assets and liabilities (4,467,224) (21.9) TOTAL NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS 20,342, NOTES: 1) Investments have been assigned an alphanumeric code for reasons of confidentiality. 2) A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge. 3) The notes to the accounts are an integral part of the financial statements. Portfolio of investments Ι CROWN CO-INVESTMENT OPPORTUNITIES

118 Annual Report and Audited Financial Statements For the period from the date of incorporation on 18 October 2013 to 31 December 2014 Registered Number: CROWN CO-INVESTMENT OPPORTUNITIES PLC

119 This document is for information only and is not an offer to sell or an invitation to invest. In particular, it does not constitute an offer or solicitation in any jurisdiction where it is unlawful or where the person making the offer or solicitation is not qualified to do so or the recipient may not lawfully receive any such offer or solicitation. It is the responsibility of any person in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of relevant jurisdictions. The information and any opinions contained herein have been obtained from or are based on sources, which are believed to be reliable, but their accuracy cannot be guaranteed. No responsibility can be accepted for any consequential loss from this information. Performance numbers shown are records of past performance and as such do not guarantee future performance. In addition, the information contained herein is unaudited.

120 Strictly confidential Table of contents Directors and other information 04 Background to the Company 05 Investment Advisor s report 06 Directors report 08 Depositary s report 14 Independent Auditors report 16 Statement of comprehensive income 18 Balance sheet 20 Statement of changes in net assets attributable to shareholders 22 Cash flow statement 23 Notes to the financial statements 24 Portfolio of investments 42 Table of contents l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

121 Strictly confidential Directors and other information Board of Directors Urs Gaehwiler (Swiss) (appointed 16 December 2013) Paul Garvey (Irish) (appointed 18 October 2013) Robert Schlachter (Swiss) (appointed 29 July 2014) Tycho Sneyers (Belgian) (appointed 16 December 2013) Desmond Tobin (Irish) (appointed 18 October 2013) Depositary Credit Suisse International, Dublin Branch Kilmore House Park Lane Spencer Dock Dublin 1 Ireland Independent Director Konrad Baechinger (Swiss) (appointed 16 December 2013) Investment Advisor and Sub-Distributor LGT Capital Partners Limited Schuetzenstrasse Pfaeffikon Switzerland Main contacts: Tycho Sneyers Robert Schlachter Alternative Investment Fund Manager and Distributor LGT Capital Partners (Ireland) Limited Segrave House 19/20 Earlsfort Terrace Dublin 2 Ireland Main contact: Brian Goonan Administrator/Transfer Agent LGT Fund Managers (Ireland) Limited Segrave House 19/20 Earlsfort Terrace Dublin 2 Ireland Main contact: Paul Garvey Secretary and Registered Office LGT Fund Managers (Ireland) Limited Segrave House 19/20 Earlsfort Terrace Dublin 2 Ireland Main contact: Kathryn O Driscoll Independent Auditors PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm One Spencer Dock North Wall Quay Dublin 1 Ireland Legal Advisor and Listing Sponsor Maples and Calder Solicitors 75 St Stephen s Green Dublin 2 Ireland Irish Paying Agent LGT Bank (Ireland) Limited Segrave House 19/20 Earlsfort Terrace Dublin 2 Ireland 04 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Directors and other information

122 Strictly confidential Background to the Company The following information is derived from and should be read in conjunction with the full text and definitions section of Crown Co-investment Opportunities plc s ( CROWN CO-INVESTMENT OPPORTUNITIES, CCO, the Company or the Fund ) prospectus (the Prospectus ). At the Annual General Meeting ( AGM ) of the Company, held on 3 June 2014, amendments to the Prospectus and Memorandum and Articles of Association incorporating changes required under EU Directive 2011/61/EU on Alternative Investment Fund Managers ( AIFMD ) were approved by the shareholders. Structure Fund size USD million Date of incorporation 18 October 2013 Initial closing date 17 January 2014 Final closing date 15 January 2015 Vintage year 2014 Investment period: Start date End date 17 January January 2019 Fund expiry date 17 January 2024 Extension periods up to three one-year extensions The Company is incorporated under the laws of Ireland as a closed-ended private equity investment company with variable capital pursuant to Part XIII of the Companies Act, The Company is authorized and regulated by the Central Bank of Ireland. The class L shares of the Company were admitted to the Official List of the Irish Stock Exchange on 5 September Investment objective The investment objective of the Company is to provide its participating shareholders with attractive longterm capital appreciation from a globally diversified portfolio of private equity co-investments. The Company shall predominantly invest in private equity co-investments in the small and middle market buyout stages which are located or have predominant business operations in Europe or the US. CCO has committed to 11 investments as at 31 December 2014, five of these, C1, C2, C5, C7 and C8 have been committed to through an intermediary vehicle, LGT Capital Invest (Ireland) Limited, which has issued a series of profit participating notes (the Notes ) in lieu of these investments. The Notes are Series 7 (A) due 12 October 2015 (C1), Series 9 (A) due 16 November 2015 (C2), Series 13 (D) due 21 April 2016 (C5), Series 15.1 (A) due 28 November 2016 (C7) and Series 15.1 (B) due 6 October 2016 (C8). Background to the Company l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

123 Strictly confidential Investment Advisor s report NAV SUMMARY CCO s net asset value ( NAV ) as of 31 December 2014 amounts to USD 84.6 million. Since inception, 21.5% of investors total subscriptions of USD million or USD 83.9 million has been drawn down. PORTFOLIO STRUCTURE PORTFOLIO STRUCTURE AS OF 31 DECEMBER 2014 Investors Investment program Participations in companies CROWN CO-INVESTMENT OPPORTUNITIES 16 Investors 1) 11 Co-investments PORTFOLIO REVIEW AT PARTNERSHIP LEVEL Commitments CCO has committed USD million (27.6% of the investors total subscriptions of USD million) to 11 private equity co-investments. NOTE: 1) Related party investors are grouped for reporting purposes. 06 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Investment Advisor s report

124 Strictly confidential COMMITMENTS STRUCTURE 1) VINTAGE YEARS % DIVERSIFICATION BY INDUSTRY Industrial services 6% IT, consumer services 3% Healthcare 7% Industrial products 28% Life sciences 11% IT 20% Consumer services 25% GEOGRAPHY 2) UK 12% TRANSACTION VALUE 3) (IN USD MILLIONS) France 14% US 28% >2,500 5,000 25% <250 26% Germany 20% Nordic region 26% >1,500 2,500 30% >750 1,500 7% > % STAGE Special situations 15% INVESTMENT ACTIVITY Since inception CCO has committed USD million to 11 co-investments. Buyout 85% LGT Capital Partners Limited Pfaeffikon, Switzerland Tycho Sneyers Robert Schlachter 20 February 2015 NOTES: 1) Based on CCO s commitments in private equity co-investments. 2) Geography refers to the location of the company s head office. 3) The transaction value includes all equity, equity-like and debt financing as of the commitment date including any transaction-related fees. Investment Advisor s report l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

125 Strictly confidential Directors report The Directors submit their report together with the audited financial statements which comprise the statement of comprehensive income, balance sheet, statement of changes in net assets attributable to shareholders, the cash flow statement, the portfolio of investments and the related notes for the period ended 31 December 2014 which may be available on the website of LGT Capital Partners Limited and/or any regulatory website as may be required by law and/or regulations. Statement of Directors responsibilities The Directors are responsible for preparing the annual report and the audited financial statements in accordance with applicable Irish law and International Financial Reporting Standards ( IFRS ) as adopted by the EU. Irish company law requires the Directors to prepare audited financial statements for each financial period that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for the period. In preparing the audited financial statements, the Directors are required to: > select suitable accounting policies and then apply them consistently; > make judgements and estimates that are reasonable and prudent; and > prepare the audited financial statements on the going concern basis unless it is in appropriate to presume that the Company will continue in business. The Directors confirm that they have complied with the above requirements in preparing the audited financial statements. The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the audited financial statements are prepared in accordance with IFRS as adopted by the EU and comply with the Irish Companies Acts, 1963 to 2013 (the Companies Acts ). They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under the Central Bank of Ireland s AIF Rulebook the alternative investment fund ( AIF ) shall entrust its assets to the Depositary for safe keeping. The Directors are responsible for the integrity of the annual report and audited financial statements for the period ended 31 December 2014 which are included on the website of LGT Capital Partners Limited only. Notwithstanding anything else contained in this report, the Directors are not responsible for the maintenance and integrity of the annual report and audited financial statements for the period ended 31 December 2014 which may be included on any regulatory authority website as may be required by law and/or regulations. Furthermore, if users of this annual report and audited financial statements are concerned with the inherent risks arising from electronic data communications, they are advised to refer to the hard copy of the annual report and audited financial statements to confirm the information included in the annual report and audited financial statements presented on either the website of LGT Capital Partners Limited and/or any regulatory authority. The Company s audited financial statements will be submitted to the Central Bank of Ireland and the Companies Announcements Services of the Irish Stock Exchange (the ISE ). Any updated version of the Prospectus (to include all audited annual accounts of the Company) may be published in accordance with Part 8 of the Prospectus (Directive 2003/71/EC) Regulations 2005 on the website of the Central Bank of Ireland and be deemed available to the public accordingly. At the Annual General Meeting of the Company, held on 3 June 2014, amendments to the Prospectus and Memorandum and Articles of Association incorporating changes required under EU Directive 2011/61/EU 08 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Directors report

126 Strictly confidential on Alternative Investment Fund Managers were approved by the shareholders. The principal aim of AIFMD is to establish minimum standards and common requirements across the EU member states for the authorization and supervision of the managers of alternative investment funds ( AIFMs ). At the AGM, LGT Capital Partners (Ireland) Limited was appointed as AIFM for the Company which is now designated as an AIF. Connected parties The Board of Directors is satisfied that there are arrangements (evidenced by written procedures) in place, to ensure that the obligations under Central Bank of Ireland s AIF Rulebook are applied to all transactions with connected parties; and the Board of Directors is satisfied that transactions with connected parties entered into during the period complied with the obligations set out in this paragraph. Responsibility Statement In accordance with the Transparency (Directive 2004/ 109/EC) Regulations 2007 each of the Directors, In their role as directors, and whose names appear on page 4 confirm that, to the best of their knowledge and belief: > the Company s Annual Report and Audited Financial Statements is prepared in accordance with IFRS as adopted by the EU, as applied in accordance with the Companies Acts, 1963 to 2013, and gives a true and fair view of the assets, liabilities and financial position of the Company as at 31 December 2014 and its profit for the period then ended; and > the Directors report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. Corporate governance statement The following corporate governance statement is sourced from the Irish Funds Industry Association ( IFIA ) and is in compliance with European Communities (Directive 2006/46/EC) Regulations (S.I. 450 of 2009 and S.I. 83 of 2010). The Board formally adopted a voluntary Corporate Governance Code for Collective Investment Schemes & Management Companies (the Voluntary Code issued on 14 December 2011 by the Irish Funds Industry Association, which was applied by the Company throughout the period ended 31 December As required by the Voluntary Code, Konrad Baechinger was formally appointed as Independent Director. Although there is no specific statutory corporate governance statement applicable to Irish collective investment schemes whose shares are admitted to trading on the ISE, the Company is subject to corporate governance practices imposed by: (i) the Companies Acts; (ii) the Memorandum and Articles of Association of the Company (the Articles of Association ); (iii) the Central Bank of Ireland in their Non-UCITS Notices and Guidance Notes; and (iv) the ISE through the ISE Code of Listing Requirements and Procedures. The information referred to in points (i) to (iv) is available for inspection at the registered office of the Company at Segrave House, 19/20 Earlsfort Terrace, Dublin 2. The Company is responsible for establishing and maintaining adequate internal control and risk management systems of the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of error or fraud in achieving the Company s financial reporting Directors report l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

127 Strictly confidential objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Company has procedures and internal controls in place to ensure proper execution, reporting and maintenance of transaction data using data capture and design-specific financial software and risk based review processes to ensure all relevant accounting records are properly maintained and are readily available, including production of annual and semi-annual financial statements. The annual and semi-annual financial statements of the Company are required to be approved by the Board of Directors of the Company and filed with the Central Bank of Ireland and the ISE. The statutory financial statements are required to be audited by independent auditors who report annually to the Board on their findings. There is no requirement for the semi-annual financial statements to be audited. The Board evaluates and discusses significant accounting and reporting issues as the need arises. The convening and conduct of shareholders meetings are governed by the Articles of Association and the Companies Acts. Although the Directors may convene an extraordinary general meeting of the Company at any time, the Directors are required to convene an annual general meeting of the Company within 18 months of incorporation and 15 months of the date of the previous annual general meeting thereafter. Not less than 21 days notice of every annual general meeting and any meeting convened for the passing of a special resolution must be given to shareholders. Three shareholders present either in person or by proxy constitute a quorum at a general meeting. On a show of hands every participating shareholder who is present in person or by proxy shall have one vote and all management shareholders who are present in person or by proxy shall have one vote in respect of all the management shares. On a poll every shareholder present in person or by proxy shall be entitled to one vote in respect of each participating share held by him and one vote in respect of all of the management shares held by him. The chairman of a general meeting of the Company or at least five shareholders present or any shareholder or shareholders present representing at least one tenth of the shares in issue having the right to vote at such meeting may demand a poll. An ordinary resolution of the Company (or of the shareholders of a particular sub-fund or class of participating shares) requires a simple majority of the votes cast by the shareholders voting in person or by proxy at the meeting at which the resolution is proposed. A special resolution of the Company (or of the shareholders of a sub-fund or a particular class of participating shares) requires a majority of not less than 75% of the total number of votes cast in general meeting in order to pass a special resolution including a resolution to amend the Articles of Association. Unless otherwise determined by an ordinary resolution of the Company in general meeting, the number of Directors may not be less than two nor more than 12. Currently the Board of Directors of the Company is composed of six Directors, being those listed in these financial statements. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the following annual general meeting and shall then be eligible for re-election. The Company at any general meeting at which a Director retires or is removed shall fill the vacated office by electing a Director unless the Company shall determine to reduce the number of Directors. Directors are not required to retire by rotation. Any Director may appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment. Save as otherwise provided in the Articles of Association, an alternate Director shall be deemed for 10 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Directors report

128 Strictly confidential all purposes to be a Director, shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. The business of the Company is managed by the Directors insofar as the Companies Acts or Articles of Association do not require its approval at a general meeting of the Company. The Directors are generally and unconditionally authorized to exercise all powers of the Company to allot relevant securities up to an amount equal to the authorized but as yet unissued share capital of the Company. The Directors have the discretion to make distributions in the form of share repurchase or dividends, provided that such method of distribution shall apply uniformly to shareholders. A Director may, and the Secretary on the request of a Director will, at any time summon a meeting of the Directors. Questions arising at any meeting of the Directors are determined by a majority of votes. In the case of an equality of votes, the Chairman has a second or casting vote. The quorum necessary for the transaction of business of the Directors may be fixed by the Directors, and unless so fixed at any other number shall be two. Company structure The Company has in issue five participating share classes ( A, B, E, L and O ) with equal rights and each class is subject to different management fees and/or performance fees as described in the Prospectus. In respect of the voting rights of the Company, every participating shareholder or holder of management shares who is present in person or by proxy shall have one vote on a show of hands and, on a poll, every participating shareholder present in person or by proxy shall be entitled to one vote in respect of each share held by him, while holders of management shares shall have one vote only in respect of all management shares held. As of 31 December 2014 the percentage of total shares in issue is 25.3%, 4.9%, 3.4%, 22.0% and 44.4% for the A, B, E, L and O class of shares respectively. The details of any significant investors in the Company are disclosed in note 10 to the financial statements. A transfer of shares will not be recognized if the transferee is not a Qualifying Investor. In addition, at the discretion of the Directors, a transfer of shares may not be recognized or registered if such transfer would result in the occurrence of certain events as disclosed in the Prospectus. An amendment to the Company s Articles of Association, including the variation of the rights attached to any class of shares, can only be approved by means of a special resolution of the shareholders and with the prior consent of the Central Bank of Ireland. Books of account The measures taken by the Directors to secure compliance with the Company s obligation to keep proper books of account are the use of appropriate systems and procedures which are carefully implemented by the Administrator. The books of account are kept at the registered office of the Company. Review of business and future developments The Company may commit to new private equity investments during the four years following the final closing date on 15 January During the financial period to 31 December 2014, the Company generated a profit of USD 0.7 million which, in addition to the net capital contributed in the period, resulted in net assets of the Company of USD 84,616,521. Directors report l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

129 Strictly confidential The Company had its initial closing on 17 January 2014 with subsequent closings taking place on 30 June 2014, 31 August 2014, 30 September 2014 and 23 December 2014, respectively. The Company called USD 83.9 million during the period bringing the investors contributed capital to 21.5% of their total subscriptions. ERISA declaration The Company does not constitute plan assets as defined under the Employee Retirement Income Security Act ( ERISA ) as less than 25% of the Company is owned by benefit plan investors. Events since the period end The Company has a credit facility with LGT Bank (Ireland) Limited, further details of which are provided in note 11. The credit facility is used to fund investment commitments that are subsequently covered by calls received from the Company s investors. The Directors do not propose to change the current strategy or investment objectives of the Company for the foreseeable future. Risk management objectives and policies The Company is exposed to a variety of financial risks including: market, currency, interest rate, credit and liquidity risks and attributes great importance to professional risk management. The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control the economic impact of these risks. The Alternative Investment Fund Manager makes investment decisions on behalf of the Company that are consistent with the Company s objectives. The nature of the Company s risks and the actions taken to manage these risks are analyzed in more detail in note 13 to these financial statements. Results and distributions The results for the period are set out in the statement of comprehensive income. No distributions were made to investors during the period. Events since the period end are disclosed in note 16 to the financial statements. Directors The Directors have the power to appoint any person to be a Director. Any Director so appointed shall hold office until the next annual general meeting and shall then be eligible for re-election. Directors are not required to retire by rotation. A Director must, however, be a person approved for that purpose by the Central Bank of Ireland. The Company is an investment company with variable capital incorporated under the Companies Acts, 1963 to 2013 and is authorized by the Central Bank of Ireland as a designated investment company. The Directors may take all measures necessary to the extent permitted by the Memorandum and Articles of Association, the Prospectus and the Notices issued by the Central Bank of Ireland to carry out the Company s objectives. At the discretion of the Directors, distributions may be made in the form of share repurchases or dividends, provided that such method of distribution shall apply uniformly to all shareholders. The names of the persons who were Directors at any time during the period ended 31 December 2014 are set out under Directors and other information on page 4. All Directors served for the entire period, unless otherwise stated and their fees and expenses are disclosed in note CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Directors report

130 Strictly confidential Directors and Secretary s interests The Directors and Secretary and their families had direct and indirect interests in the shares of the Company at 31 December The direct interests of current Directors in the Company relate to the ownership of class O shares as follows: Number of shares held as of December 2014 Konrad Baechinger 2, Urs Gaehwiler 1, Tycho Sneyers 1, Robert Schlachter Desmond Tobin Certain current Directors of the Company are or have been directors of LGT Capital Partners (Ireland) Limited, LGT Bank (Ireland) Limited and LGT Fund Managers (Ireland) Limited during the year as follows: All Directors are non-executive directors as the managerial functions have been delegated to other entities. Konrad Baechinger is considered an Independent Director from 16 December Independent Auditors PricewaterhouseCoopers have expressed their willingness to continue in office in accordance with section 160(2) of the Companies Act, On behalf of the Board Desmond Tobin Paul Garvey 20 February 2015 LGT Capital Partners (Ireland) Limited LGT Bank (Ireland) Limited LGT Fund Managers (Ireland) Limited Paul Garvey x x x Robert Schlachter x x Tycho Sneyers x Desmond Tobin x x x No Director had at any time during the period a material interest in any contract of significance, subsisting during or at the end of the period, in relation to the business of the Company. Directors report l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

131 Strictly confidential Depositary s report to the members of Crown Co-investment Opportunities plc Report of the Depositary to the Shareholders We have enquired into the conduct of Crown Coinvestment Opportunities plc, for the period ended 31 December 2014, in our capacity as Depositary to the Company. The Depositary has no regulatory obligation to make enquiries as to an AIFM s compliance with provisions of such legislation which do not fall within the scope of the Depositary s Regulatory Obligations. Basis of Depositary opinion This report including the opinion has been prepared for and solely for the shareholders of the Company as a body, in accordance with the AIFM Regulations European Union (Alternative Investment Fund Managers) Regulations 2013 (SI No 257 of 2013) which implemented Directive 2011/61/EU into Irish Law: Chapter 4, Commission Delegated Regulation (EU) No 231/2013: Articles and Chapter 6: AIF Depositary Requirements: AIF Rulebook (hereinafter the Depositary s Regulatory Obligations ) and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown. Responsibilities of the Depositary One of the Depositary s Regulatory Obligations is to enquire into the conduct of the AIFM and the Company in each annual accounting period and report thereon to the shareholders. Our report shall state whether, in our opinion, the Company has been managed in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legislation; and otherwise in accordance with the provisions of the constitutional document and the investment fund legislation based on information they have obtained through the proper discharge of the Depositary s Regulatory Obligations. The Depositary conducts such reviews as it, in its reasonable opinion, considers necessary in order to comply with the Depositary s Regulatory Obligations and to ensure that, in all material respects, the Company has been managed: (i) in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legislation; and (ii) otherwise in accordance with the provisions of the constitutional document and the investment fund legislation. Opinion In our opinion, the Company has been managed during the period, in all material respects: > in accordance with the limitations imposed on the investment and borrowing powers of the Company by the constitutional document and by the Central Bank under the powers granted to the Central Bank by the investment fund legislation; and > otherwise in accordance with the provisions of the constitutional document and the investment fund legislation. Credit Suisse International, Dublin Branch Dublin 20 February 2015 The AIFM has responsibility to comply with obligations outlined in various pieces of legislation including but limited to AIFM Regulations (SU No 257 of 2013), Commission Delegated Regulation (EU) No 231/2013 and the AIF Rulebook. 14 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Depositary s report

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133 Strictly confidential Independent Auditors report to the members of Crown Co-investment Opportunities plc We have audited the financial statements of Crown Co-investment Opportunities plc for the period ended 31 December 2014 which comprise the balance sheet, statement of comprehensive income, statement of changes in net assets attributable to shareholders, cash flow statement, the portfolio of investments and the related notes. The financial reporting framework that has been applied in their preparation is Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. Respective responsibilities of Directors and Auditors As explained more fully in the Statement of Directors responsibilities as set out on page 8, the Directors are responsible for the preparation of the financial statements giving a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information which is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. This report, including the opinions, has been prepared for and only for the Company s members as a body in accordance with Section 193 of the Companies Act, 1990 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Opinion on financial statements In our opinion the Company financial statements: > give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Company s affairs as at 31 December 2014 and of their results and cash flows for the period then ended; and > have been properly prepared in accordance with the requirements of the Companies Acts 1963 to CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Independent Auditors report

134 Strictly confidential Matters on which we are required to report by the Companies Acts 1963 to 2013 > We have obtained all the information and explanations which we consider necessary for the purposes of our audit. > In our opinion proper books of account have been kept by the Company. > The financial statements are in agreement with the books of account. > In our opinion the information given in the Directors report is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the provisions in the Companies Acts 1963 to 2013 which require us to report to you if, in our opinion, the disclosures of Directors remuneration and transactions specified by law are not made. Kenneth Owens for and on behalf of PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm Dublin 20 February 2015 The Financial Statements are published at The Directors together with the Alternative Investment Fund Manager are responsible for the maintenance and integrity of the website as far as it relates to Crown Co-investment Opportunities plc. The work carried out by the Auditors does not involve consideration of the maintenance and integrity of the website and accordingly, the Auditors accept no responsibility for any changes that have occurred to the Financial Statements presented on the website. Legislation in the Republic of Ireland governing the presentation and dissemination of the Financial Statements may differ from legislation in other jurisdictions. Independent Auditors report l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

135 Strictly confidential Statement of comprehensive income FOR THE PERIOD ENDED 31 DECEMBER ) Amounts are reported in USD Note ) Operating income Interest income 334,213 Loss on foreign exchange, net (32,439) Net gain on investments at fair value through profit or loss 3 2,519,049 Total net gain 2,820,823 Operating expenses Investment management fee 5 (1,270,972) Administration fee 5 (75,877) Depositary fees 5 (19,650) Audit fee 5 (39,763) Partnership expenses 4 (187,499) Other operating expenses (347,165) Total operating expenses (1,940,926) Operating profit 879,897 Finance costs (183,896) Profit for the period 696,001 TOTAL COMPREHENSIVE PROFIT FOR THE PERIOD 696,001 The accompanying notes are an integral part of the financial statements. All amounts arose solely from continuing operations. There are no gains and losses other than those dealt with in the statement of com prehensive income. On behalf of the Board Desmond Tobin Paul Garvey 20 February 2015 NOTE: 1) Representing the period from the date of incorporation on 18 October 2013 to 31 December CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Statement of comprehensive income

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137 Strictly confidential Balance sheet AS OF 31 DECEMBER 2014 Amounts are reported in USD Note 2014 Assets Current assets Cash and cash equivalents 6 278,219 Total current assets 278,219 Non-current assets Investments at fair value through profit or loss 7 89,676,966 Total non-current assets 89,676,966 TOTAL ASSETS 89,955,185 Capital and reserves attributable to shareholders Share capital 10 83,920,520 Retained earnings 696,001 Net assets attributable to shareholders 84,616,521 Current liabilities Accrued expenses and other payables 8 338,664 Due to banks 9 5,000,000 Total current liabilities 5,338,664 TOTAL LIABILITIES 89,955,185 The accompanying notes are an integral part of the financial statements. NET ASSET VALUE BY SHARE CLASS ( NAV ) 1) Shares issued Total NAV (in USD) As of 31 December 2014 Number of shares in issue NAV per share (in USD) NAV per share (in EUR) A 21,125, , B 4,044,493 40, E 2,916,309 28, L 18,429, , O 38,099, , Total 84,616, , On behalf of the Board Desmond Tobin Paul Garvey 20 February 2015 NOTE: 1) The NAV per share in the table above may be different to individual investors NAV per share as disclosed in their capital account statements. This is because the NAV per share in the table above is based on average figures for all investors in each individual share class. 20 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Balance sheet

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139 Strictly confidential Statement of changes in net assets attributable to shareholders FOR THE PERIOD ENDED 31 DECEMBER ) Amounts are reported in USD Share capital Retained earnings Total At 18 October 2013 Total comprehensive profit for the period 696, ,001 Issue of shares 83,920,520 83,920,520 Net increase for the period 83,920, ,001 84,616,521 At 31 December ,920, ,001 84,616,521 The accompanying notes are an integral part of the financial statements. NOTE: 1) Representing the period from the date of incorporation on 18 October 2013 to 31 December CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Statement of changes in net assets attributable to shareholders

140 Strictly confidential Cash flow statement FOR THE PERIOD ENDED 31 DECEMBER ) Amounts are reported in USD 2014 Cash flows from/(used in) operating activities Purchase of investments (87,157,917) Interest received 334,213 Operating expenses paid (1,602,661) Net cash flows used in operating activities (88,426,365) Cash flows from/(used in) financing activities Interest paid (183,497) Proceeds from bank loans 34,600,000 Repayments of bank loans (29,600,000) Proceeds from issue of shares 83,920,520 Net cash flows from financing activities 88,737,023 Net increase in cash and cash equivalents 310,658 Cash and cash equivalents at beginning of period Exchange losses on cash and cash equivalents (32,439) CASH AND CASH EQUIVALENTS AT END OF PERIOD 278,219 The accompanying notes are an integral part of the financial statements. NOTE: 1) Representing the period from the date of incorporation on 18 October 2013 to 31 December Cash flow statement l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

141 Strictly confidential Notes to the financial statements 1. Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. (a) Basis of preparation The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the EU, and Irish statute comprising the Companies Acts, 1963 to The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities held at fair value through profit or loss. The preparation of financial statements in conformity with IFRS as adopted by the EU requires the use of accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the Company s accounting policies. The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are significant to the financial statements are disclosed in note 1(b) and note 2. in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Fund. (b) Use of estimates The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates (see note 2 also). (c) Foreign currency translation (i) Functional and presentation currency Items included in the Company financial statements are measured using the currency of the primary economic environment in which it operates (the Functional Currency ). This is the US Dollar, which reflects the Company s primary activity of investing in assets whose base currency is predominantly the US Dollar. Standards and amendments to published standards that are mandatory for the financial period beginning on or after 1 January 2014 There are no IFRS or International Financial Reporting Interpretations Committee ( IFRIC ) interpretations that are effective for the first time for the financial period beginning on or after 1 January 2014 that would be expected to have a material impact on the Company. New standards, amendments and interpretations effective after 1 January 2015 and have not been early adopted A number of new standards, amendments to standards interpretations are effective for annual periods beginning after 1 January 2015, and have not been applied The Company has adopted the US Dollar as its presentation currency. Foreign currency assets and liabilities are translated into US Dollar at the exchange rates ruling at the balance sheet date. (ii) Transactions and balances Foreign currency transactions are translated into US Dollar using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive income. Translation differences on non-monetary items, such as financial assets and liabilities held at fair value through profit or loss, are reported as part of the fair value gain or loss. 24 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

142 Strictly confidential (d) Cash and cash equivalents Cash and cash equivalents comprise demand, call and term deposits with a maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents comprise all cash, short-term deposits and other money market instruments, net of shortterm overdrafts, with a maturity of three months or less. Cash and cash equivalents are recorded at nominal value. Bank overdrafts, if any, are shown as current liabilities in the balance sheet. (e) Due from and due to brokers Amounts due from and to brokers represent receivables for securities sold and payables for securities purchased that have been contracted for but not yet settled or delivered on the balance sheet date, respectively. Amounts due from and to brokers are recorded initially at fair value and subsequently measured at amortized cost using the effective interest method. (f) Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds and the redemption value is recognized in the statement of comprehensive income over the period of the borrowing using the effective interest method. Borrowings are shown as current liabilities unless the Company has the unconditional right to defer settlement for at least 12 months after the balance sheet date. Interest expense is recognized on the basis of the effective interest method and is included in finance costs. (g) Financial assets and liabilities at fair value through profit or loss The Company, in accordance with IAS 39, classifies its investments as financial assets and liabilities at fair value through profit or loss category. The category of financial assets and liabilities at fair value through profit or loss comprises: > financial instruments held-for-trading. These in clude futures, forward contracts, options and swaps; and > financial instruments designated at fair value through profit or loss upon initial recognition. These include financial assets that are not held for trading purposes and which may be sold. Financial assets that are classified as loans and receivables include balances due from brokers and accounts receivable. Financial liabilities that are not at fair value through profit or loss include balances due to brokers and accounts payable. (i) Recognition and derecognition The Company recognizes financial assets and financial liabilities on the date it becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when they are extinguished, that is, when the obligation specified in the contract is discharged, cancelled or expires. Regular-way purchases and sales of investments are recognized on the trade date. From this date any gains and losses arising from changes in fair value of the financial assets or financial liabilities are recorded. (ii) Measurement Financial instruments are measured initially at fair value. Transaction costs on financial assets and financial liabilities at fair value through profit or loss are expensed immediately. Subsequent to initial recognition, all instruments classified at fair value through profit or loss are measured at fair value with changes in their fair value recognized in the statement of comprehensive income. (iii) Fair value measurement principles Listed securities The fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives and trading securities) are based on quoted market prices at the close of trading on the period end date. The Company has adopted IFRS 13, Fair value measurement, which utilizes the last traded market price Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

143 Strictly confidential for both financial assets and financial liabilities. The Board of Directors considers markets to be active when transactions are occurring frequently enough on an ongoing basis to obtain reliable pricing information on an ongoing basis. If observed transactions are no longer regularly occurring, or the only observed transactions are distressed/forced sales, the market would no longer be considered active. In cases where it is judged that there is no longer an active market, any transactions that occur may nevertheless provide evidence of current market conditions which will be considered in estimating a fair value using the valuation technique as described. Financial instruments are assessed separately when determining if there is an active market. None of the investments outlined in the portfolio of investments belong to this category as of 31 December Co-investments The fair value of financial instruments that are not traded in an active market are determined by using valuation techniques. Private equity investments for which market quotations are not readily available are valued at their fair values by the Board of Directors. Private equity valuations are usually generated by the general partners or managers of the underlying portfolio of investments on a quarterly basis and are actually received with a delay of at least one-to-two months after the quarter end date. As a result, the period-end net asset value predominantly consists of portfolio valuations provided by the general partners of the underlying partnerships as of 30 September 2014, adjusted for subsequent capital calls and distributions. If the Board of Directors comes to the con clusion upon recommendation of the Alternative Investment Fund Manager after applying the abovementioned valuation methods, that the most recent valuation reported by the manager/administrator of a fund investment is materially misstated, it will make the necessary adjustments using the results of its own review and analysis. The valuation adjustments relate to events subsequent to the last capital account valuation statement received but based upon information provided by the general partner. In estimating the fair value of fund investments, the Alternative Investment Fund Manager in its valuation recommendation to the Board of Directors considers all appropriate and applicable factors (including a sensitivity to non-observable market factors) relevant to their value, including but not limited to the following: > reference to the fund s investment reporting information including consideration of any time lags between the date of the latest available reporting and the balance sheet date of the Company in those situations where no December valuation of the underlying fund is available. This includes a detailed analysis of exits (trade sales, initial public offerings, etc.) which the fund investments have had in the period between the latest available reporting and the balance sheet date of the Company, as well as other relevant valuation information. This infor mation is a result of continuous contact with the investment managers and, specifically, by monitoring calls made to the investment managers, distribution notices received from the investment managers in the period between the latest available report and the balance sheet date of the Company, as well as the monitoring of other financial information sources and the assessment thereof; > reference to recent transaction prices; > result of operational and environmental assessments: periodic valuation reviews are made of the valuations of the underlying investments as reported by the investment managers to determine if the values are reasonable, accurate and reliable. These reviews include a fair value estimation using widely recognized valuation methods such as multiples analysis and discounted cash flow analysis; > review of management information provided by the managers/administrators of the fund investments on a regular basis; and > mark-to-market valuations for quoted investments held by the fund investments which make up a significant portion of the Company s net asset value. 26 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

144 Strictly confidential All fair valuations may differ significantly from values that would have been used had ready markets existed, and the differences could be material. The valuation of the investments is performed on a regular basis, but at least quarterly. (l) Payables and accrued expenses Payables and accrued expenses are recognized initially at fair value and subsequently stated at amortized cost. Expenses are recognized in the statement of comprehensive income on an accruals basis. (h) Financial assets and liabilities at amortized cost Financial assets classified as loans and receivables are carried at amortized cost using the effective interest rate method, less impairment losses, if any. Financial liabilities,other than those at fair value through profit or loss, are measured at amortized cost using the effective interest rate method. (i) Allocation of proceeds from investments Distributions from co-investments are typically applied to return of capital and realized gains on the basis of the allocation provided by the general partner. In the absence of this allocation the distribution is applied as a return of capital until all contributed capital has been returned and thereafter applied to realized gains. Any portion of the distribution which is identified as re-callable is included in the unfunded commitment of the relevant investment. (m) Share issues and repurchases Shares are classified as financial liabilities under IAS 32. Only the Company can instruct the issuance or repurchase of its shares. The Company issues shares in lieu of capital calls requested from investors up to the maximum of their subscribed capital amount. The Company has the option to purchase shares from its investors by way of a share repurchase and the share capital is reduced on the distribution date accordingly. Share repurchases can be instructed by the Company by way of distributing proceeds received from its investments, once all outstanding obligations and expenses of the Company have been provided for, in accordance with the Company s distribution policy. The Company shall not unreasonably delay the distribution of liquidity available from the realization proceeds from portfolio investments to shareholders. (j) Dividends and interest income Dividend income from financial assets at fair value through profit or loss is recognized in the statement of comprehensive income within dividend income when the Company s right to receive payments is established. Interest from bank, investors and underlying debt securities at fair value through profit or loss is recognized in the statement of comprehensive income within interest income based on the effective interest rate. (k) Withholding tax The Company currently incurs withholding taxes imposed by certain countries on investment income and capital gains. Such income or gains are recorded gross of withholding taxes in the statement of comprehensive income. Withholding tax is shown as a separate item in the statement of comprehensive income. (n) Segment reporting Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Alternative Investment Fund Manager. The sole reportable operating segment of the Company is investing in private equity investments. Asset allocation is based on a single, integrated investment strategy and the Company s performance is evaluated on an overall basis. Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

145 Strictly confidential 2. Critical accounting estimates and judgements The Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial period are: Functional currency estimate The Board of Directors considers the US Dollar to be the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions. The US Dollar is the currency in which management measures its performance and reports its results for the Company. Fair value of non-quoted investments The Board of Directors uses its judgement to select a variety of methods and makes assumptions that are not always supported by observable market prices or rates. The majority of the Company s investments use either U.S. GAAP or utilize a combination of IFRS and International Private Equity and Venture Capital ( IPEVC Guidelines ) to value their underlying investments. The predominant methodology adopted by the general partners for the buyout investments in CCO is a market approach which takes market multiples using a specified financial measure (e.g. EBIDTA), recent public market and private transactions and other available measures for valuing comparable companies. The use of valuation techniques requires them to make estimates. Changes in assumptions could affect the reported fair value of these investments. 3. Net gain on investments at fair value through profit or loss 2014 USD Net movement in unrealized gain 2,519,049 Net gain on investments at fair value through profit or loss 2,519, Partnership expenses 2014 USD Other partnership expenses 187, ,499 The Company will generally invest in limited partnerships or similar fund structures. The manager of these partnerships, referred to as the general partner, will generally not charge management or performance fees but may incur additional partnership related costs.. 5. Other expenses The Administrator is paid a fee, which includes administration and transfer agency services, quarterly in advance at the annual rate of 0.06% of the Company s net asset value but subject to a minimum monthly fee of EUR 5,000 (to include fees relating to company secretarial services), and is entitled to be reimbursed its reasonable out-of-pocket expenses incurred on behalf of the Company. Custody and depositary fees are accrued and paid monthly in arrears at an annual rate of 0.02% each of the Company s net asset value, with the former capped at EUR 45,000 per annum. The Depositary is also entitled to an annual fee of USD 7,500 for cash flow monitoringservices with effect from 9 June Prior to 9 June 2014, custodian and trustee fees were accrued and paid monthly in arrears at an annual rate of 0.02% each of the Company s net asset value, with the former capped at EUR 45,000 per annum. Class A, class E and class L (listed) shares shall be charged with an annual management fee of: > 0.60% per annum of the subscribed capital in the first year following the initial closing date; > 0.80% per annum of the subscribed capital in the second year following the initial closing date; > 1.00% per annum of the subscribed capital thereafter until the end of the seventh year following the initial closing date; and > 1.00% per annum of the net asset value per share class thereafter. 28 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

146 Strictly confidential Class B shares (Euro denominated) shall be charged with an annual management fee of: > 0.75% per annum of the subscribed capital in the first year following the initial closing date; > 1.00% per annum of the subscribed capital in the second year following the initial closing date; > 1.25% per annum of the subscribed capital thereafter until the end of the seventh year following the initial closing date; and > 1.25% per annum of the net asset value per class thereafter. Class O shares shall not be charged with a management fee. The Alternative Investment Fund Manager is also entitled to a 10% performance fee that is accrued based on a percentage of the gain in the Company s value over the period, but only if it exceeds net contributed capital plus an 8% compounded rate of return (the Hurdle ). No performance fee is payable for class O shares. There was no performance fee accrual as of 31 December Audit fees disclosed in the financial statements relate wholly to the Company s statutory audit. There are no other fees paid to PricewaterhouseCoopers. 6. Cash and cash equivalents 2014 USD Cash at bank 278, ,219 The cash at bank balance was held with Credit Suisse International, Dublin Branch. 7. Investments at fair value through profit or loss As of 31 December 2014, Crown Co-investment Opportunities plc had subscribed interests in 11 private equity co-investments. The total committed capital amounted to USD 107,782,531 of which USD 87,292,088 has been contributed to date. The details of these funds are shown in the portfolio of investments together with an outline of the Company s commitments to the funds. The commitments to these private equity partner ships will be funded by contributions from the Company s investors. IFRS 7 Financial Instruments: Disclosures requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements. The hierarchy has the following levels: > Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities; > Level 2 inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and > Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes observable requires significant judgement by the Board of Directors. The Board of Directors considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Investments whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include active listed equities. The Company does not adjust the quoted price for these instruments. The Company does not hold any listed securities. Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

147 Strictly confidential Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. The Company currently has no instruments classified as Level 2. Instruments classified within Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include private equity investments for which observable prices are not available. The Company values these investments as described in note 1(g) of the financial statements. All the Company s investments at 31 December 2014 are considered Level 3 investments. Prior to making a commitment to co-investments the Fund s Alternative Investment Fund Manager carries out a comprehensive due diligence review of the proposed investment. This due diligence review encompasses: (i) prior investment performance; (ii) legal terms and conditions; (iii) investment team review; and (iv) reference calls with associated parties. Based on the outcome of the due diligence review, the Alternative Investment Fund Manager then makes an investment decision on behalf of the Fund. The Alternative Investment Fund Manager continuously reviews all investments to determine if fair values are being provided by the general partner and/or investment manager. If it is determined that the values provided are not fair values under IFRS then the Alternative Investment Fund Manager revalues the investment using the techniques described in note 2 Critical accounting estimates and judgements and proposes a valuation adjustment to the Board of Directors. The following table represents the roll forward valuation of Level 3 instruments at 31 December 2014: Investments at fair value through profit or loss 2014 USD Valuation at 18 October 2013 Additions 87,157,917 Unrealized gains 11,249,099 Unrealized losses (8,730,050) Valuation at 31 December 89,676,966 Change in unrealized gains or losses for Level 3 assets held at period end and included in net gain on investments at fair value through profit or loss 2,519,049 Total unrealized gains or losses in the above table are included in the statement of compre hensive income under net gain on investments at fair value through profit or loss. 30 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

148 Strictly confidential The following table analyzes within the fair value hierarchy the Fund s assets and liabilities (by class) at 31 December As of 31 December 2014 Amounts are reported in USD Level 1 Level 2 Level 3 Total Assets Current assets Cash and cash equivalents 278, ,219 Total current assets 278, ,219 Non current assets Investments at fair value through profit or loss 89,676,966 89,676,966 Total non current assets 89,676,966 89,676,966 TOTAL ASSETS 278,219 89,676,966 89,955,185 Capital and reserves attributable to shareholders Share capital 83,920,520 83,920,520 Retained earnings 696, ,001 Net assets attributable to shareholders 84,616,521 84,616,521 Current liabilities Accrued expenses and other payables 338, ,664 Due to banks 5,000,000 5,000,000 Total current liabilities 5,000, ,664 5,338,664 TOTAL LIABILITIES 5,000,000 84,955,185 89,955,185 The assets and liabilities included in the above table are carried at amortized cost; their carrying values are a reasonable approximation of fair value. The strategies and percentage of fair value include the following: interest rate, foreign currency and other price risks represent the market risks to which such partnerships are directly exposed. Furthermore in the absence of reliable market indicators, discernible market trends or benchmarks, the Directors have evaluated that 5% is a reasonable possible change on a strategy by strategy basis as calculated on page % Diversification by industry (FMV) Industrial products 28.0 Consumer services 25.0 IT 20.0 Life sciences 11.0 Healthcare 7.0 Industrial services 6.0 IT, consumer services 3.0 Total Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

149 Strictly confidential 8. Accrued expenses and other payables 2014 USD Due within one year Investment management fee 202,229 Administration fee 18,105 Depositary fee 9,952 Audit fee 18,605 Commitment fee 20,444 Trade creditors and accruals 68,930 Interest payable on bank loan , Share capital Authorized The authorized share capital of the Company is divided into three management shares of USD 1 each and 500,000,000 participating shares of no par value. Management shares Management shares issued by the Company amount to USD 3, being three management shares of USD 1 each, fully paid. No performance fee was accrued at the period end. The performance fee will not be paid to the Alternative Investment Fund Manager until such time as each investor has received an amount equal to its contributed capital plus the compounded 8% rate of return on such net contributed capital. The management shares do not form part of the net asset value of the Company and are thus disclosed in the financial statements by way of this note only. In the opinion of the Board of Directors, this disclosure reflects the nature of the Company s business as an investment fund. 9. Due to banks 2014 USD Short-term bank loan 5,000,000 5,000,000 The short-term bank loan of USD 5,000,000 was held with LGT Bank (Ireland) Limited for the five day period to 5 January 2015 at a rate of %. Participating shares The issued participating share capital is at all times equal to the net asset value of the Company. Shares are issued and redeemed in lieu of capital calls and distributions made by the Company which in turn are limited by investors total subscribed capital and the Company s distribution policy, respectively. The voting rights of the participating shareholders are as outlined in the Directors report and all share classes are equal in respect of their voting rights. The issue and redemption of shares in the Company are deter- Share capital movements Number of shares in issue Share class as of 31 December 2014 A B E L O At beginning of period Issued 211, , , , , At end of period 211, , , , , CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

150 Strictly confidential mined by the capital calls and distributions as declared by the Company in accordance with the provisions of the Prospectus. As this is a closed ended fund the investors cannot request an issuance or redemption of shares. The Company has the option to purchase shares from investors by way of a share repurchase as part of its distribution policy. The Company has not issued any shares or other instruments that are considered to have a dilutive potential. Significant investors Three investor held ten per cent or more of the share capital of the Company at the period end. Significant investors 31 December 2014 Shares held % of issued share capital Investor reference CCO02 172, Investor reference CCO03 150, Investor reference CCO34 96, Related party disclosures Parties are considered to be related if one party has the ability to control the other party or exercise considerable influence over the other party in making financial or operating decisions. In the opinion of the Board of Directors, the parties referred to in the schedule accompanying this note are related parties under IAS 24 Related Party Disclosures. Director s fees of USD 1,015 are charged in respect of Konrad Baechinger s services for Legal fees are centralized through an LGT entity which is then reimbursed for costs incurred which amounted to USD 193,017 for the period end 31 December As of 31 January 2014, the Company had a credit facility with LGT Bank (Ireland) Limited for the lower of USD 20,000,000 or 10% of the subscribed capital (or 20% of the net asset value ( NAV ) of the Company plus the uncalled commitments during the offer period). The loan facility is available from 31 January Schedule of related party transactions Related party/ Relationship/ Agreement(s)/ Direct/indirect Terms and conditions Transaction type LGT Capital Partners (Ireland) Limited/ Note 5 Investment management fee 1,270,972 Common directorships/ Note 5/8 Investment management fee payable 202,229 Investment management fee agreement// Direct LGT Fund Managers (Ireland) Limited/ Note 5 Administration fee 75,877 Common directorships/ Note 5/8 Administration fee payable 18,105 Administration agreement/ Direct LGT Bank (Ireland) Limited/ Note 9 Due to banks 5,000,000 Common directorships/ Note 11 Finance costs interest charges 184,014 Loan and paying agency agreement/ Note 8/11 Interest payable 399 Direct Note 11 Other operating expenses commitment fees 54,000 Note 8/11 Other operating expenses commitment fees payable 20, USD Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

151 Strictly confidential 2014 until 31 January 2017 and thereafter can be automatically renewed each year by LGT Bank (Ireland) Limited. The loan is secured against a charge over the future uncalled commitments from investors and current cash balances of the Company. The Company shall pay to LGT Bank (Ireland) Limited a facility fee of 0.40% (zero point four zero per cent) payable semiannually in arrears on the basis of exact number of days elapsed divided by a 360-day-year (365/360). Pursuant to the debenture dated 4 February 2014, the following continuing security will be created for the discharge of the present and future financial and nonfinancial obligations of the borrower to LGT Bank (Ireland) Limited pursuant to the loan agreement: i) Fixed charges As beneficial owner, charges unto the lender by way of first fixed charge: > the accounts and all monies (including interest) from time to time standing to the credit thereof and the debts represented thereby; and > the proceeds contained in the accounts. ii) Floating charge As beneficial owner, charges unto the lender by way of first floating charge the proceeds contained in the accounts, the accounts and the unfunded subscriptions both present and future not effectually subject to any legal mortgage, security assignment or fixed charge hereby created or evidenced. The facility was used for 263 days during the period. The average usage over these days was USD 9.0 million with a borrowing rate ranging from 2.500% to 2.875%. As referred to in the Director s report board members may have an indirect interest through a co-investment program in the Company and while an alignment of interests is common practice in the private equity industry, these holdings are not material and would represent less than one per cent of the shares in issue in the Company. Directors of this Company are also directors of or connected with shareholders invested in the Company. These shareholders have transacted on an equal basis as all other shareholders within a similar class and they represent 27.8% of the shareholdings in the Company. One of these shareholdings totaling 20.5% exceed a 5% shareholding in the Company. 12. Exchange rates The financial statements are prepared in US Dollar. The following exchange rates have been used to translate assets and liabilities in other currencies to US Dollar: At 31 December 2014 GBP CHF EUR SEK Financial risk management The Company s investment objective is to maximize the long-term returns to shareholders by investing in a diversified portfolio of private equity co-investments. The holding of investments, investing activities and associated financing undertaken pursuant to this objective involves certain inherent risks. The inherent risks can also be affected by the concentration of elements within the different risk categories. Where significant concentration risks exist they will be separately identified within the specific risk categories outlined in this note. The charts outlined in the Investment Advisor s report shows geographical and industry-based concentration levels. Below is a description of the principal risks inherent in the Company s activities along with the actions it has taken to manage these risks. 34 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

152 Strictly confidential The Company s assets and liabilities comprise financial instruments which include: > private equity investments: these are held in accordance with the Company s investment objective and policies; and > cash, liquid resources and short-term debtors and creditors that arise directly from its investment activities. The main risks arising from the Company s financial instruments are market price (including other price risks), foreign currency, interest rate, credit and liquidity risks. Other price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). The Board of Directors reviews and agrees policies for managing each of these risks and they are summarized below: (a) Market price risk The investments held in the portfolio may be realized only after several years and their fair values may change significantly over time. The Alternative Investment Fund Manager makes investment decisions that are consistent with the Company s objectives. The Company s investment objective is to provide its participating shareholders with attractive long-term capital appreciation from a globally diver sified portfolio of private equity investments. These funds and their respective investment managers are selected on qualitative research criteria including: (i) past performance in relation to investment style, expected returns, benchmarks and degree of risk; (ii) business structure and team organization of the investment manager; (iii) fit of the investment manager/investment vehicle into the overall portfolio; (iv) amount under management and commitment of the principals of the investment manager; and (v) cost structure. At 31 December 2014, the Company s market risk is affected by four main components: (i) changes in actual market prices; (ii) interest rate risk; (iii) foreign currency movements; and (iv) other price risks. Foreign currency risk and liquidity risk are covered in notes 13(b) and 13(e), respectively. If the value of the investments (based on period-end values) had increased or decreased by 5% with all other variables held constant, the impact on the statement of comprehensive income would have been USD 4,483,848. The Directors have deemed the 5% as a reasonable representation of a variable differential in the value of investments. The Company is generally exposed to a variety of market risk factors, which may vary significantly over time and measurement of such exposure at any given point in time may be difficult given the flexibility, complexity and limited transparency of the underlying investments. Therefore, a sensitivity analysis is deemed of limited explanatory value or may be misleading. (b) Foreign currency risk A significant portion of the net assets of the Company are denominated in currencies other than the US Dollar (which is the Company s Functional Currency), with the effect that the balance sheet and total return can be significantly affected by currency movements. Table 1 sets out the Company s direct exposure to foreign currency risk, none of which was hedged by the Company at the end of the period. In accordance with the Company s policy, the Alternative Investment Fund Manager monitors the Company s currency position on a monthly basis and the Board of Directors reviews it on a regular basis. For the purpose of determining risk disclosures, in accordance with IFRS 7, currency risk is not considered to arise from financial instruments that are nonmonetary items (e.g. equity investments). Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

153 Strictly confidential If the exchange rates (based on period-end values) had increased or decreased by an equivalent percentage movement as occurred in 2014, then with all other variables held constant, the impact on the statement of comprehensive income would have been USD 7,091,129. (c) Interest rate risk The Company invest in the desired currencies at both fixed and floating rates of interest. The interest rate risk is that the fair value of cash and cash equivalents and loans payable will fluctuate with the changes in the market rates. The influence of changes in the market rates of interest is not expected to be significant. The Company s financial assets and liabilities, which are set out in table 2 are, with the exception of cash and cash equivalents and loans payable, primarily non-interest bearing and are therefore not subject to significant amounts of risk due to fluctuations in the interest rates. (d) Credit risk The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. This risk applies to the assets of the Company, all of which are unsecured. The counterparty risk exposure is equivalent to the total value of the Company s assets. Impairment provisions are provided for losses that have been incurred by the balance sheet date, if any. There were no impairment provisions in the current period. The Company s main credit risk concentration is from amounts held at counterparty banks and from the private equity investments in which the Company is invested. The Company seek to mitigate their exposure to credit risk by conducting their contractual transactions with institutions which are reputable and well established. In accordance with the Company s policy, the Alternative Investment Fund Manager monitors the Company s credit position on a monthly basis and the Board of Directors reviews it on a regular basis. The cash and cash equivalents are unsecured and are held with Credit Suisse International, Dublin Branch, the only rated counterparty credit risk (A/A-1). The credit rating of the Depositary as at 31 December 2014 was A/A-1 (Source: Standard and Poor s). (e) Liquidity risk The Company may have an inability to raise additional funds or to use credit lines, if any, to satisfy the commitments to the various private equity investments. In a private equity partnership investment, a commitment is typically given to a newly established private equity partnership. In the ensuing three to six years, the partnership draws down the available funds as and when attractive investment opportunities become available. As a general rule, the partnership already begins to realize shareholding interests before all the capital has been invested. This means that the funds made available by the investors are not expected to be 100% invested in the private equity partnership. Historically, the average exposure ranges from 60% to 70%. In the event of liquidity shortfall, the Company have access to credit facilities and uncalled commitments which have default provisions, if needed, provided for in the Prospectus. The Company can hold back making distributions to ensure their ability to meet current and future obligations. The liquidity position owing to shareholders at the balance sheet date is represented by the assets minus liabilities of the Company. As mentioned in the Directors report, the Company has access to a credit facility, the lower of USD 20,000,000, 10% of the NAV plus unfunded subscriptions or 20% of unfunded subscriptions, with 36 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

154 Strictly confidential LGT Bank (Ireland) Limited. The Company also has a cash and cash equivalents position at 31 December 2014 of USD 278,219. The amounts outstanding on the total committed capital of the investments as at 31 December 2014 are USD 20,437,115, which are callable at anytime. These amounts are off balance sheet and may be called up over the life of the investments. Table 3 analyzes the Company s financial assets and liabilities based on the remaining period at the balance sheet date to the contractual maturity date. The amounts in table 3 are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant. In accordance with the Company s policy, the Alternative Investment Fund Manager monitors the Company s liquidity position on a weekly basis and the Board of Directors reviews it on a regular basis. (f) Capital risk management The capital of the Company is represented by the net assets attributable to the holders of participating shares. The Company s objective when managing the capital is to safeguard the ability to continue as a going concern in order to provide returns for holders of participating shares and benefits for other stakeholders and to maintain a strong capital base to support the development of the investment activities of the Company. The Alternative Investment Fund Manager and the Administrator monitor capital on the basis of the value of net assets attributable to holders of participating shares and the position is reviewed by the Board periodically. The capital management of the Company is controlled by the Alternative Investment Fund Manager with the main risk relating to an investor default. The main provisions for dealing with a default allow the Company to conditionally take ownership of a defaulting investor s holding with a view to sourcing a buyer and the imposition of a 50% penalty on the sales proceeds. Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

155 Strictly confidential Table 1: currency exposure Amounts are reported in USD At 31 December 2014 USD EUR CHF GBP SEK Total Assets Current assets Cash and cash equivalents 278, ,219 Total current assets 278, ,219 Non-current assets Investments at fair value through profit or loss 18,443,514 28,223,793 39,726,131 3,283,528 89,676,966 Total non-current assets 18,443,514 28,223,793 39,726,131 3,283,528 89,676,966 TOTAL ASSETS 18,721,733 28,223,793 39,726,131 3,283,528 89,955,185 Capital and reserves attributable to shareholders Share capital 83,920,520 83,920,520 Retained earnings 696, ,001 Net assets attributable to shareholders 84,616,521 84,616,521 Current liabilities Accrued expenses and other payables 284,622 37,944 16, ,664 Due to banks 5,000,000 5,000,000 Total current liabilities 5,284,622 37,944 16,098 5,338,664 TOTAL LIABILITIES 89,901,143 37,944 16,098 89,955, CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

156 Strictly confidential Table 2: interest rate exposure Amounts are reported in USD At 31 December 2014 Less than 1 month Non-interest bearing Total Assets Current assets Cash and cash equivalents 278, ,219 Total current assets 278, ,219 Non-current assets Investments at fair value through profit or loss 89,676,966 89,676,966 Total non-current assets 89,676,966 89,676,966 TOTAL ASSETS 278,219 89,676,966 89,955,185 Capital and reserves attributable to shareholders Share capital 83,920,520 83,920,520 Retained earnings 696, ,001 Net assets attributable to shareholders 84,616,521 84,616,521 Current liabilities Accrued expenses and other payables 338, ,664 Due to banks 5,000,000 5,000,000 Total current liabilities 5,000, ,664 5,338,664 TOTAL LIABILITIES 5,000,000 84,955,185 89,955,185 Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

157 Strictly confidential Table 3: liquidity exposure Amounts are reported in USD At 31 December 2014 Less than 1 month No stated maturity Total Assets Current assets Cash and cash equivalents 278, ,219 Total current assets 278, ,219 Non-current assets Investments at fair value through profit or loss 89,676,966 89,676,966 Total non-current assets 89,676,966 89,676,966 TOTAL ASSETS 278,219 89,676,966 89,955,185 Capital and reserves attributable to shareholders Share capital 83,920,520 83,920,520 Retained earnings 696, ,001 Net assets attributable to shareholders 84,616,521 84,616,521 Current liabilities Accrued expenses and other payables 338, ,664 Due to banks 5,000,000 5,000,000 Total current liabilities 5,338,664 5,338,664 TOTAL LIABILITIES 5,338,664 84,616,521 89,955, CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Notes to the financial statements

158 Strictly confidential 14. Taxation Under current law and practice the Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997, as amended (the TCA ). On that basis, it is not chargeable to Irish tax on its income or gains. However, Irish tax may arise on the occurrence of a chargeable event. A chargeable event includes any distribution payments to shareholders or any encashment, redemption, transfer or cancellation of shares and any deemed disposal of shares for Irish tax purposes arising as a result of holding shares in the Company for a period of eight years or more. 15. Soft commission arrangements There were no soft commission arrangements affecting the Company during the period ended 31 December Events since the period end The Company had its sixth and final closing on 15 January 2015 accepting a further USD 41.6 million in subscriptions and called 21.5% (or USD 8.9 million) of this subscription amount from these new investors. As of 20 February 2015, the Company has contributed USD 7,086,028 to private equity partnership investments. No Irish tax will arise in respect of chargeable events in respect of a shareholder who is an Exempt Irish Investor (as defined in Section 739D of the TCA) or who is neither Irish resident nor ordinarily resident in Ireland for tax purposes at the time of the chargeable event, provided, in each case, that an appropriate valid declaration in accordance with Schedule 2B of the TCA is held by the Company or where the Company has been authorized by Irish Revenue to make gross payments in absence of appropriate declarations. 17. Approval of financial statements The Directors approved the audited financial statements on 20 February Distributions, interest and capital gains (if any) received on investments made by the Company may be subject to withholding taxes imposed by the country of origin and such taxes may not be recoverable by the Company or its shareholders. Notes to the financial statements l CROWN CO-INVESTMENT OPPORTUNITIES Annual report

159 Strictly confidential Portfolio of investments FOR THE PERIOD ENDED 31 DECEMBER ),2),3) Partnership currency Capital commitments: partnership currency Capital commitments: (USD) 2014 Fair value (USD) 2014 Percentage of total net assets attributable to shareholders (%) Co-investments Closing year 2014 C1 GBP 8,094,985 13,304,143 23,069, C2 SEK 42,687,159 6,524,391 3,283, C3 USD 4,604,768 4,604,768 4,604, C4 USD 6,030,458 6,030,458 7,500, C5 GBP 12,514,182 21,274,042 16,656, C6 USD 6,000,000 6,000,000 6,000, C7 EUR 10,065,246 12,506,069 12,179, C8 EUR 2,385,000 3,042,616 2,831, C9 USD 13,500,000 13,500, , C10 EUR 10,980,449 13,735,444 13,212, C11 EUR 6,000,000 7,260,600 Sub-total co-investments 107,782,531 89,676, Investments at fair value through profit or loss 107,782,531 89,676, Other net assets and liabilities (5,060,445) (6.0) TOTAL NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS 84,616, NOTES: 1) Investments have been assigned an alphanumeric code for reasons of confidentiality. 2) A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge. 3) The notes to the accounts are an integral part of the financial statements. 42 CROWN CO-INVESTMENT OPPORTUNITIES Annual report 2014 l Portfolio of investments

160

161 LGT Capital Partners Ltd. Schuetzenstrasse Pfaeffikon Switzerland Phone Fax lgt.cp@lgt.com

162 Unaudited financial statements For the six months ended 30 June 2015 Registered number: Crown Co-investment Opportunities plc

163

164 Table of contents Directors and other information 4 Background to the Company 5 Interim management report and responsibility statement 6 Investment Advisor s report 8 Unaudited statement of comprehensive income 10 Unaudited balance sheet 11 Unaudited statement of changes in net assets attributable to shareholders 12 Unaudited cash flow statement 13 Unaudited notes to the financial statements 14 Unaudited portfolio of investments 15 Table of contents Semi-annual report 2015 Crown Co-investment Opportunities plc 3

165 Directors and other information Board of Directors Urs Gaehwiler (Swiss) Paul Garvey (Irish) Robert Schlachter (Swiss) Tycho Sneyers (Belgian) Desmond Tobin (Irish) Depositary 1 BNP Paribas Securities Services, Dublin Branch Trinity Point Leinster Street South Dublin 2 Ireland Independent Director Konrad Baechinger (Swiss) Investment Advisor and Sub-Distributor LGT Capital Partners Limited Schuetzenstrasse Pfaeffikon Switzerland Main contact: Tycho Sneyers Robert Schlachter Alternative Investment Fund Manager and Distributor LGT Capital Partners (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland Main contact: Brian Goonan Administrator/Transfer Agent LGT Fund Managers (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland Main contact: Paul Garvey Secretary and Registered Office LGT Fund Managers (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland Main contact: Kathryn O Driscoll Independent Auditors PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm One Spencer Dock North Wall Quay Dublin 1 Ireland Legal Advisor and Listing Sponsor Maples and Calder Solicitors 75 St Stephen s Green Dublin 2 Ireland Irish Paying Agent LGT Bank (Ireland) Limited Third Floor 30 Herbert Street Dublin 2 Ireland 1 Following the acquisition by BNP Paribas Securities Services S.C.A. of Credit Suisse AG s prime fund services business (including some affiliates), depositary services are performed by BNP Paribas Securities Services, Dublin Branch, with effect from 1 June Crown Co-investment Opportunities plc Semi-annual report 2015 Directors and other information

166 Background to the Company The following information is derived from and should be read in conjunction with the full text and definitions section of Crown Co-investment Opportunities plc s ( Crown Co-investment Opportunities, CCO, the Company or the Fund ) prospectus (the Prospectus ). Structure Fund size USD million Date of incorporation 18 October 2013 Initial closing date 17 January 2014 Final closing date 15 January 2015 Vintage year 2014 Investment period: Start date End date 17 January January 2019 Fund expiry date 17 January 2024 Extension periods up to three one-year extensions The Company is incorporated under the laws of Ire land as a closedended private equity investment com pany with variable capital pursuant to Part XIII of the Companies Act, The Company is authorized and regulated by the Central Bank of Ireland. CCO has committed to 14 investments as at 30 June 2015, six of these, C1, C2, C5, C7, C8 and C12 have been committed to through an intermediary vehicle, LGT Capital Invest (Ireland) Limited, which has issued a series of profit participating notes (the Notes ) in lieu of these investments. The Notes are Series 7 (A) due 12 October 2015 (C1), Series 9 (A) due 16 Novem ber 2015 (C2), Series 13 (D) due 21 April 2016 (C5), Series 15.1 (A) due 28 November 2016 (C7), Series 15.1 (B) due 6 October 2016 (C8) and Series 17.1 (A) Note due 31 March At the Annual General Meeting ( AGM ) of the Com pany, held on 3 June 2014, amendments to the Pro spectus and Memorandum and Articles of Association incorporating changes required under EU Directive 2011/61/EU on Alternative Investment Fund Managers ( AIFMD ) were approved by the shareholders. The Prospectus was reissued on 1 June 2015 to provide for the appointment of BNP Paribas Securities Services, Dublin Branch as Depositary to the Company. The class L shares of the Company were admitted to the Official List of the Irish Stock Exchange on 5 Sep tember Investment objective The investment objective of the Company is to provide its participating shareholders with attractive long-term capital appreciation from a globally diversified portfolio of private equity co-investments. The Company shall predominantly invest in private equity co-investments in the small and middle market buyout stages which are located or have predominant business operations in Europe or the US. Background to the Company Semi-annual report 2015 Crown Co-investment Opportunities plc 5

167 Interim management report and responsibility statement This Interim Management Report and Responsibility Statement have been prepared in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 and the related Transparency Rules issued by the Central Bank of Ireland. For clarification purposes, this half-yearly financial report has not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information. Review of business The Crown Co-investment Opportunities fund started committing on 17 January As of 30 June 2015, the Company has committed a total of USD million to private equity co-investments. An overview of the commitments made and investment performance to date is contained in the Investment Advisor s report on pages 8 to 9. A summary of the unaudited portfolio of investments is included on page 15. During the six month period to 30 June 2015, the Company s profits have increased to USD 12.2 million from a loss of USD -0.1 million for the six month period to 30 June Net assets of the Company have increased to USD million from USD 32.4 million compared to previous period ended 30 June One investment represent 70.4% of the gains, while three investments represent 89.9% of the losses, recorded in The Company called USD 43.2 million during the six month period compared to USD 32.5 million for the same period last year. There were no distributions during the period. Events since the period end No events or transactions have occurred since the the period ended 30 June 2015 that could materially affect the Company s performance. Principal risks and uncertainties The Company s performance is influenced by the broader economic environment and events such as an economic downturn could also adversely affect the Company s future performance for the six month period to 31 December The risks and uncertainties applying at the previous annual reporting date continue to apply for the remaining six months of the financial year. 6 Crown Co-investment Opportunities plc Semi-annual report 2015 Interim management report and responsibility statement

168 Responsibility statement The Directors are responsible for preparing the financial statements for the six months ended 30 June 2015 in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 and the related Transparency Rules issued by the Central Bank of Ireland, applicable Irish law, IAS 34, Interim Financial Reporting and International Financial Reporting Standards ( IFRS ) as adopted by the European Union. The Directors confirm that, to the best of their knowledge: the Company s condensed set of financial statements for the half year ended 30 June 2015, which has been prepared in accordance with IFRS, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; the Interim Management Report includes a fair review of the important events that have occurred during the first six months of the financial year, and their impact on the financial statements, and a description of the principal risks and uncertainties for the remaining six months of the current financial year; and there are no changes in related parties transactions described in the last annual report that had a material effect on the financial position or performance of the Company in the first six months of the current financial year. On behalf of the Board Desmond Tobin Paul Garvey 17 August 2015 Interim management report and responsibility statement Semi-annual report 2015 Crown Co-investment Opportunities plc 7

169 Investment Advisor s report NAV summary CCO s net asset value ( NAV ) as of 30 June 2015 amounted to USD million, an increase of USD 55.4 million compared to the year ended 31 December Portfolio structure Portfolio structure as of 30 June 2015 Investors Investment program Participations in companies CCO 20 Investors 1 14 Co-investments Portfolio review at co-investment (i.e. company) level Commitments CCO has committed USD million (33.6% of the investors total subscriptions of USD million) to 14 private equity co-investments. 1 Related party investors are grouped for reporting purposes 8 Crown Co-investment Opportunities plc Semi-annual report 2015 Investment Advisor s report

170 Commitments structure 1 Vintage years Diversification by industry % IT, consumer services 2% Industrial services 7% Life sciences 9% Industrial products 21% Medical devices 11% Consumer services 19% % IT 15% Healthcare 16% Geography 2 Germany 14% France 11% Asia 2% US 33% Transaction value 3 (in USD millions) >2,500 5,000 21% <250 33% Nordic region 20% UK 20% >1,500 2,500 32% % >750 1,500 5% Stage Special situations 11% Investment activity Since inception CCO has committed USD million to 14 co-investments. LGT Capital Partners Limited Pfaeffikon, Switzerland Tycho Sneyers Robert Schlachter Buyout 89% 17 August Based on CCO s commitments in private equity co-investments 2 Geography refers to the location of the company s head office 3 The transaction value includes all equity, equity-like and debt financing as of the commitment date including any transaction-related fees Investment Advisor s report Semi-annual report 2015 Crown Co-investment Opportunities plc 9

171 Unaudited statement of comprehensive income For the period ended 30 June 2015 Amounts are reported in USD For the six months ended 30 June 2015 (Unaudited) For the period ended 30 June 2014 (Unaudited) 1 Operating income Interest income 20, ,654 Gain on foreign exchange, net 125,198 34,283 Net gain on investments at fair value through profit or loss 13,981, ,656 Total net income 14,127, ,593 Operating expenses Investment management fee (856,013) (322,337) Performance fee (570,857) Administration fee (35,470) (37,736) Depositary fees (24,942) (3,991) Audit fee (8,526) (8,042) Partnership expenses (178,379) (29,219) Other operating expenses (189,193) (116,506) Total operating expenses (1,863,380) (517,831) Operating profit/(loss) 12,263,834 (69,238) Finance costs (74,113) (55,511) Profit/(loss) for the period 12,189,721 (124,749) Total comprehensive profit/(loss) for the period 12,189,721 (124,749) The accompanying notes are an integral part of the financial statements. All amounts arose solely from continuing operations. There are no gains and losses other than those dealt with in the statement of comprehensive income. On behalf of the Board Desmond Tobin Paul Garvey 17 August Representing the period from the date of incorporation on 18 October 2013 to 30 June Crown Co-investment Opportunities plc Semi-annual report 2015 Unaudited statement of comprehensive income

172 Unaudited balance sheet As of 30 June 2015 Amounts are reported in USD As of 30 June 2015 (Unaudited) As of 31 December 2014 (Audited) Assets Current assets Cash and cash equivalents 62, ,219 Accrued income and other receivables 4,007 Total current assets 66, ,219 Non-current assets Investments at fair value through profit or loss 140,664,575 89,676,966 Total non-current assets 140,664,575 89,676,966 Total assets 140,731,555 89,955,185 Capital and reserves attributable to shareholders Share capital 127,121,580 83,920,520 Retained earnings 12,885, ,001 Net assets attributable to shareholders 140,007,302 84,616,521 Current liabilities Accrued expenses and other payables 153, ,664 Due to banks 5,000,000 Total current liabilities 153,396 5,338,664 Non-current liabilities Accrued expenses and other payables 570,857 Total non-current liabilities 570,857 Total liabilities 140,731,555 89,955,185 The accompanying notes are an integral part of the financial statements. Net asset value by share class ( NAV ) 1 Shares issued Total NAV (in USD) As of 30 June 2015 (Unaudited) Number of shares in issue NAV per share (in USD) NAV per share (in EUR) Total NAV (in USD) As of 31 December 2014 (Audited) Number of shares in issue NAV per share (in USD) NAV per share (in EUR) A 31,595, , ,125, , B 6,017,843 57, ,044,493 40, E 4,017,112 37, ,916,309 28, L 27,424, , ,429, , O 70,951, , ,099, , Total 140,007,302 1,285, ,616, , On behalf of the Board Desmond Tobin Paul Garvey 17 August The NAV per share in the table above may be different to individual investors NAV per share as disclosed in their capital account statements. This is because the NAV per share in the table above is based on average figures for all investors in each individual share class Unaudited balance sheet Semi-annual report 2015 Crown Co-investment Opportunities plc 11

173 Unaudited statement of changes in net assets attributable to shareholders For the period ended 30 June 2015 Amounts are reported in USD Share capital (Accumulated deficit)/ retained earnings Total At 18 October 2013 Total comprehensive loss for the period (124,749) (124,749) Issue of shares 32,523,300 32,523,300 Net increase/(decrease) for the period 32,523,300 (124,749) 32,398,551 At 30 June 2014 (Unaudited) 32,523,300 (124,749) 32,398,551 At 1 January ,920, ,001 84,616,521 Total comprehensive profit for the period 12,189,721 12,189,721 Issue of shares 43,201,060 43,201,060 Net increase for the period 43,201,060 12,189,721 55,390,781 At 30 June 2015 (Unaudited) 127,121,580 12,885, ,007,302 The accompanying notes are an integral part of the financial statements. 12 Crown Co-investment Opportunities plc Semi-annual report 2015 Unaudited statement of changes in net assets attributable to shareholders

174 Unaudited cash flow statement For the period ended 30 June 2015 Amounts are reported in USD For the six months ended 30 June 2015 (Unaudited) For the period ended 30 June 2014 (Unaudited) 1 Cash flows from/(used in) operating activities Purchase of investments (41,787,781) (30,420,243) Proceeds from return of capital in investments 2,824,843 Proceeds from realized gains on investments 1,957,006 Interest received 20,339 Operating expenses paid (1,480,398) (111,930) Net cash flows from operating activities (38,465,991) (30,532,173) Cash flows from/(used in) financing activities Interest paid (74,513) (47,009) Proceeds from bank loans 39,000,000 10,600,000 Repayments of bank loans (44,000,000) Proceeds from issue of shares 43,200,060 20,634,529 Net cash flows used in financing activities 38,125,547 31,187,520 Net (decrease)/increase in cash and cash equivalents (340,444) 655,347 Cash and cash equivalents at beginning of period 278,219 Exchange gains on cash and cash equivalents 125,198 34,283 Cash and cash equivalents at end of period 62, ,630 The accompanying notes are an integral part of the financial statements. 1 Representing the period from the date of incorporation on 18 October 2013 to 30 June 2014 Unaudited cash flow statement Semi-annual report 2015 Crown Co-investment Opportunities plc 13

175 Unaudited notes to the financial statements 1. Summary of accounting policies Basis of presentation The unaudited financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the EU, IAS 34, Interim Financial Reporting and Irish statute comprising the Companies Acts, 1963 to The principles of accounting applied in the interim financial statements as per 30 June 2015 correspond to those of the audited annual report for 2014, unless otherwise stated. 2. Investments at fair value through profit or loss As of 30 June 2015, Crown Co-investment Opportunities plc has subscribed interests in 14 private equity co-investments. The total committed capital of the Company amounted to USD million of which USD million was contributed to date. The details of the commitments are shown in the unaudited portfolio of investments on page 15. The commitments to these private equity co-investments will be funded by contributions from the Company s investors. 3. Related party disclosures Parties are considered to be related if one party has the ability to control the other party or exercise considerable influence over the other party in making financial or operating decisions. In the opinion of the Board of Directors, the parties referred to in the schedule accompanying this note are related parties under IAS 24 Related Party Disclosures. 4. Events since the period end As of 17 August 2015, the Company has contributed USD 12.5 million to existing private equity partnership investments. 5. Approval of financial statements The Directors approved the financial statements on 17 August Schedule of related party transactions Related party/ Relationship/ Agreement(s)/ Direct/indirect Transaction type 30 June 2015 (USD) (Unaudited) 31 December 2014 (USD) (Audited) LGT Capital Partners (Ireland) Limited/ Investment management fee 856,013 1,270,972 Common directorships/ Investment management fee payable 202,229 Investment management agreement/ Investment performance fee 570,857 Direct Investment performance fee accrual 570,857 LGT Fund Managers (Ireland) Limited/ Administration fee 35,470 75,877 Common directorships/ Administration fee payable 18,117 18,105 Administration agreement/ Direct LGT Bank (Ireland) Limited/ Due to banks 5,000,000 Common directorships/ Finance costs interest charges 74, ,014 Loan and paying agency agreement/ Interest payable 399 Direct Other operating expenses commitment fees 60,667 54,000 Other operating expenses commitment fees payable 40,222 20, Crown Co-investment Opportunities plc Semi-annual report 2015 Unaudited notes to the financial statements

176 Unaudited Portfolio of investments For the period ended 30 June ,2,3 Partnership currency Capital commitments: partnership currency Capital commitments: (USD) 30 June 2015 Fair value (USD) 30 June 2015 Percentage of total net asset attributable to shareholders (%) 31 December 2014 Fair value (USD) (Audited) 31 December 2014 Percentage of total net asset attributable to shareholders (%) (Audited) Co-investments Closing year 2014 C1 GBP 8,094,985 13,411,551 33,209, ,069, C2 SEK 48,648,856 7,245,000 2,151, ,283, C3 USD 4,604,768 4,604,768 4,604, ,604, C4 USD 6,030,458 6,030,458 7,508, ,500, C5 GBP 12,514,182 21,274,050 17,452, ,656, C6 USD 6,834,769 6,834,769 8,297, ,000, C7 EUR 10,065,246 12,506,069 11,141, ,179, C8 EUR 2,394,000 3,053,444 2,647, ,831, C9 USD 13,500,000 13,500, , , C10 EUR 10,703,364 13,425,469 11,700, ,212, C11 EUR 6,000,000 7,075,200 6,684, Closing year 2015 C12 GBP 11,000,000 16,405,392 17,125, C13 USD 16,284,211 16,284,211 16,284, C14 USD 3,561,812 3,561,812 1,521, Sub-total co-investments 145,212, ,664, ,676, Investments at fair value through profit or loss 145,212, ,664, ,676, Other net assets and liabilities (657,273) (0.5) (5,060,445) (6.0) Total net assets attributable to shareholders 140,007, ,616, Investments have been assigned an alphanumeric code for reasons of confidentiality 2 A complete statement of portfolio changes is available to shareholders from the registered office of the Company free of charge 3 The notes to the accounts are an integral part of the financial statements Unaudited portfolio of investments Semi-annual report 2015 Crown Co-investment Opportunities plc 15

177 LGT Capital Partners Ltd. Schuetzenstrasse Pfaeffikon Switzerland Phone Fax lgt.cp@lgt.com

178 18 - Appendix VII - Service providers Registered Office 30 Herbert Street Dublin 2 Ireland Telephone Telefax Investment Advisor LGT Capital Partners Ltd Schuetzenstrasse 6 CH-8808 Pfäffikon Switzerland Telephone Telefax AIFM and Distributor LGT Capital Partners (Ireland) Limited 30 Herbert Street Dublin 2 Ireland Telephone Telefax Depositary BNP Paribas Securities Services, Dublin Branch Trinity Point, Leinster Street South, Dublin 2 Telephone Telefax Auditors PricewaterhouseCoopers Chartered Accountants of Ireland One Spencer Dock North Wall Quay Dublin 1 Ireland Telephone Telefax Legal Advisers and Listing Sponsor Maples and Calder, Solicitors 75 St Stephen's Green Dublin 2 Ireland Telephone Telefax Administrator and Secretary LGT Fund Managers (Ireland) Limited 30 Herbert Street Dublin 2 Ireland Telephone Telefax

179 LGT Capital Partners Ltd. Schuetzenstrasse Pfaeffikon Switzerland Phone Fax lgt.cp@lgt.com