Agreement between Charme II and Renova...Post

Our news

News
Charme II
Agreement between Charme II and Renova...

Agreement between Charme II and Renova Group for the sale of Octo Telematics

04 February 2014

Montezemolo & Partners SGR S.p.A. (as the management company of Charme II) and Renova Group announce that they have reached an agreement for the sale of Octo Telematics S.p.A. to Renova Group by its current majority shareholder Charme II and co-shareholders Amadeus Capital Partners and Keensight Capital.

Octo Telematics is the global leader specialised in the provision of telematics services and systems for the insurance and automotive market and with a focus on the field of sustainable mobility. Octo Telematics manages the largest telematics fleet with its devices installed in over 2.2 million vehicles. The Company owns the world’s most comprehensive statistical database, which represents a best practice in the in-car telematics and infomobility markets. Through its unique technology platform, Octo Telematics is able to develop and manage a comprehensive, integrated range of vehicle telematics solutions with high added value. These range from customized insurance products to security services, from the analysis and reconstruction of the dynamics and kinematics of road accidents to the remote diagnostics and fleet management, road charging, and monitoring traffic and pollution in real-time.

The arrival of the new strategic investor has been strongly supported by the current top management team who will continue to manage the company. Finalizing the transaction is subject to obtaining all necessary authorizations from antitrust authorities.

Viktor Vekselberg, Chairman of the Board of Directors of Renova Group of companies, made the following comment on the transaction: “We believe in Octo Telematics and in its huge market potential, including Russia. This purchase perfectly matches the strategy of Renova Group which implies gradual transition to investments in high-tech and innovative sectors and exit from the resources sector”.

Luigi Sala, Chairman of Octo Telematics and of Montezemolo & Partners SGR S.p.A. affirmed: “We're very satisfied with this agreement. Octo Telematics has an history of innovation and success and with Renova Group will continue its growth in the world”.

Fabio Sbianchi, CEO of Octo Telematics S.p.A. concluded: “I believe that in 4 years Octo has been grown into a globalized corporation with a modern management culture. I strongly share the rationale behind Renova’s acquisition, and confirm my total commitment in further growing Octo Telematics and its unique technology worldwide”.

Privacy Statement

This website is operated by Charme Capital Partners SGR S.p.A. for Charme Capital Partners Limited and its affiliates (“we” or “us”). This privacy statement outlines how we use any information you may provide to us when you visit our website, and includes details of our use of cookies. If you wish to contact us in relation to our use, storage or processing of your personal data, please contact us.

If you contact us via the ‘Get In Touch’ form on our website we will hold your name and email address (as well as any other personal information you may send us, such as your phone number), which we will use to respond to your enquiry. We may also use this information to send you other business and marketing communications. If you do not wish to receive such communications you should opt out by contacting us at the email address above. As part of our processing activities we may transfer your personal information outside the EEA. While some countries outside the EEA do not offer the same level of protection for personal data as countries within the EEA, we will take all reasonable steps to ensure that your personal data is processed securely and with an adequate level of protection.

Cookies

We use cookies as set out below. Cookies are text files containing small amounts of information which are downloaded to your device when you visit a website and sent back to the originating web domain on your subsequent visits to that domain. Most web pages contain elements from multiple web domains. If you do not agree to our use of these cookies please disable them by following the instructions for your browser set out here or use the cookies’ own automated disabling tools.

We make use of analytic cookies to analyse how our visitors use our website and to monitor website performance. This allows us to provide a high quality experience by customising our offering and quickly identifying and fixing any issues that arise. Our website currently uses the following performance cookies:

Cookie name	Source	Purpose	Further information
_utma, _utmb, _utmc, _utmz	Google Analytics	These cookies are used to collect information about how visitors use our website. These cookies collect information in an anonymous form, including the number of visitors to the portal, where visitors have come to the site from and the pages they visit.	Persistent (except _utmc, which is a session cookie). Google Analytics provides an opt-out facility at: https://tools.google.com/dlpage/gaoptout Further information about Google’s privacy measures can be found at: https://support.google.com/analytics/ answer/6004245

We may also use your IP address and browser type to help diagnose problems with our server, to administer our products and to improve the functionality of our website. An IP address is a numeric code that identifies a user’s computer on the internet. It might also be used to gather broad demographic information. We do not use IP addresses to derive the identity of the person using the IP address.

We may make changes to this privacy statement from time to time. We therefore encourage you to review it periodically to stay informed of how we are using personal information.

Legal Information

CORPORATE INFORMATION

Charme Capital Partners SGR S.p.A. - Registered office: Milan (Italy), Via Santa Margherita no. 4. Share Capital €1.000.000. Enrolled under number 119 with the Bank of Italy’s register of asset management companies, AIFs’ section. Tax Code and VAT number: 07140121000.

Charme Capital Partners Limited is registered in England and Wales with number 09487131. Its registered office at 7th Floor, 3 St James’s Square, London, SW1Y 4JU, United Kingdom. Charme Capital Partners Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom with firm registration number 706086. See the Financial Services Register for more details.

WEBSITE TERMS & CONDITIONS
Last Updated: April 2016

IMPORTANT NOTICE

Before you start to use this website, please read these terms and conditions (“Terms”) carefully and contact us (details below) if you have any questions.

By using this website you will be indicating that you accept and will comply with these Terms and that you have read our privacy statement which is incorporated into these Terms.

1. Company information

This website (“Website”) is operated by Charme Capital Partners SGR S.p.A. (“CCP”, “we”/”us”/”our”). The various CCP products and services detailed on this Website are provided by CCP, Charme Capital Partners Limited or their affiliates (the “CCP Group”).

CCP’s clients are the funds managed by it, and Charme Capital Partners Limited will provide services only to CCP. No person other than CCP should expect to be treated as a client by Charme Capital Partners Limited.

2. Scope of these Terms

These Terms, as amended by us from time to time, set out the basis on which you may use this Website and provide information about the way we provide the various financial products and services detailed on this Website.

The content of this Website is intended for institutional investors only unless specifically indicated otherwise.

These Terms are effective October 2015. We may change them from time to time by updating this page so please revisit and reread it periodically. We may change the content or availability of any of the information available through this Website (including by changing these Terms) or add additional services.

3. No Offer

This Website is for information purposes only. This Website is not, and should not be construed as, an offer, or solicitation of an offer, to buy or sell any securities or other financial instruments. Shares of any companies or investment funds described herein are offered, if at all, solely on the basis of the information and representations expressly set forth in the relevant offering circulars and no other information or representations may be relied upon in connection with the offering of the shares.

4. Regulatory restrictions

In the United Kingdom (“UK”), this Website and the information contained in it is directed solely at Investment Professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”) and Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemption) Order 2001 (the “PCISO”) and High Net-Worth Companies, Unincorporated Associations or Trusts as defined in Article 49 of the FPO and Article 22 of PCISO and to persons outside the UK. The investments and investment activity to which this Website relates are available only to and will be engaged in only with such persons. Any person who does not fall within this description may not access, use or rely on this Website or the information contained in it.

Information displayed on this Website contains material that may be interpreted by the relevant authorities in the country from which you are viewing the Website as a financial promotion or an offer to purchase securities. Accordingly, the information on this Website is only intended to be viewed by persons who fall outside the scope of any law that seeks to regulate financial promotions in your country of residence or in the country in which the Website is being viewed. Examples of such persons may be governmental agencies, persons sufficiently experienced in investment business to appreciate the risks associated with investment services promoted on this Website, large corporations and trusts and high net worth individuals. These examples are not country specific, may not be relevant to the country in which the Website is being viewed and are provided for illustration purposes only.

Those who access this Website do so on their own initiative and are responsible for compliance with applicable local laws and regulations. If you are uncertain about your position under the laws of your country of residence or the country in which the Website is being viewed then you should consult your legal adviser.

Specifically any information provided on this Website regarding investments is not directed to any United States person or any person in the United States, any state thereof, or any of its territories or possessions.

The ability to achieve successful results depends on a number of factors, and the past performance of CCP and investments arranged by it may not necessarily be repeated.

Transactions arranged by CCP often relate to investments that are not readily realisable because there may be no recognised market for such investments, and therefore it may be difficult for an investor to sell such investments or to obtain reliable information about their value.

5. Disclaimer: Reliance on information posted and security

Whilst CCP uses every reasonable effort to ensure the accuracy of the information contained on this Website which was prepared by or on behalf of CCP (as distinct from third party content – for which see: “Disclaimer: Links, third party information and websites” below) as at the publication, all such information is provided “as is” and this means that except where prohibited by law no warranties are given, whether express or implied, as to the reliability, accuracy, suitability or completeness of the information.

No company in the CCP Group, which includes CCP, accepts any liability for any use, or misuse, of the information presented on this Website or any loss or damage which may arise from access to or reliance on information published on this Website, except where that liability may not be excluded or limited by law. Accordingly, to the maximum extent permitted by law, we provide you with this Website on the basis that we exclude all representations, warranties, conditions and other terms which are not expressly set out in these Terms (including our [Privacy Statement]). This does not affect any mandatory legal rights that cannot be excluded under applicable law. Nothing in these Terms shall limit or exclude our liability (if any) for:

a) fraud or fraudulent misrepresentation;

b) personal injury or death resulting from our negligence;

c) our breach of our statutory obligation to provide the Website and related services with reasonable skill and care; or

d) any other matter for which it would be illegal for us to exclude, or attempt to exclude, liability.

We take all reasonable precautions to seek to keep secure all confidential information you send to us, including precautions against unauthorised access or loss. In common with all website operators, we cannot guarantee the security of any data transmitted by Internet email or through this Website. Please do not communicate with us by these methods unless you accept the security implications of dealing online. We strongly recommend that you do not send us any confidential information or commercially sensitive information or sensitive personal data (e.g. data about health or medical conditions, actual or suspected crimes) by email or through this Website. Communications sent by you via Internet email, or through this Website, are sent at your own risk.

The information and opinions contained herein have been compiled or arrived at in good faith based upon information obtained from sources believed to be reliable. However, such information has not been independently verified and no guarantee, representation or warranty, express or implied, is made as to its accuracy, completeness or correctness. All such information and opinions are subject to change without notice. Descriptions of entities and securities mentioned herein are not intended to be complete.

6. Disclaimer: Links, third party information and websites

This Website may contain, or be linked to, advice or statements from third parties. No company in the CCP Group, which includes CCP, makes any representation as to the accuracy, completeness, timeliness or suitability of such information and we have not, and will not, review or update such information. Any use made of such information is at your own risk.

Some of the information contained on this Website may have been prepared or provided by third parties and may not have been verified by us. Except where prohibited by law (see above), no warranties are given, whether express or implied, as to the reliability, accuracy, suitability or completeness of any such information. No company in the CCP Group, which includes CCP, accepts any liability for any use, or misuse, of the information presented on this Website or for any loss or damage which may arise from access to our reliance on information published on this Website, except where that liability may not be excluded or limited by law (see above). The links we provide from this Website to other websites are provided for information only. Other sites may link to this Website. We do not assume any responsibility or liability with respect to any website accessed via our Website or linking to this Website for any of the content on those websites. Those websites will have their own terms and privacy policies and you should read them carefully before using those sites.

The presence of any advert on this Website is not an endorsement of goods, services, or business or of any website advertised.

7. No Advice

Nothing contained on the Website constitutes investment, legal, tax or other advice nor is to be relied on in making an investment or other decision. You should obtain appropriate professional advice before making any investment decision.

8. Intellectual Property

Content included in this Website is owned by CCP or its licensors and may be accessed for your own personal, non-commercial use only (whether or not it is confidential). No part of this Website may be reproduced, distributed, published or delivered to any other party for any purposes.

9. Non-Independent Research

Any research published on this Website should be considered a marketing communication for purposes of the FCA rules. Such research has not been prepared in accordance with legal requirements designed to promote the independence of investment research and it is not subject to any prohibition on dealing ahead of the dissemination of investment research.

10. Waiver

If we do not exercise any right or remedy which we have under these Terms this does not mean we have waived our right to it or any other right or remedy of ours.

11. Severance

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you agree that the other provisions of these Terms will remain in full force and effect in so far as possible.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the actual intent of the parties.

12. Relationship

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of this Website.

13. Entire Agreement

These Terms (including our [Privacy Statement]) contain the entire agreement between you and us regarding their subject matter and they supersede all prior communications, representations, warranties, stipulations, undertakings and agreement between the parties. Nothing in these Terms shall, however, operate to limit or exclude the liability of either party for any fraudulent misrepresentation.

14. Contact us

You can contact using our contact form or by post to our registered office (see above).

15. Other Disclosures

Charme Capital Partners SGR S.p.A. has not adopted a Commitment Policy pursuant to article 124-quinquies of the Consolidated Law on Finance, since, even though the investment policy of the managed funds envisages the possibility of investing in listed financial instruments, as at the date of publication of this announcement, the funds themselves have no shareholdings in companies with shares listed on an Italian or other EU member state regulated market.

It will be the care of the SGR to draw up and publish a Commitment Policy if in the future the conditions occur.

CHARME CAPITAL PARTNERS LIMITED COMMITMENT TO THE UK STEWARDSHIP CODE

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, Charme Capital Partners Limited (the "Firm") is required to include on this website a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code and sets out a number of principles relating to engagement by investors with UK equity issuers. Investors that commit to the Code can either comply with it in full or choose not to comply with aspects of the Code, in which case they are required to explain their non compliance. We have detailed below the reasons why the firm has chosen not to commit to the Code.

The Firm pursues a strategy that involves it advising on investing in unlisted European Private Equity investments. The Code is not therefore relevant to the Firm's strategy. While the Firm generally supports the objectives that underlie the Code, the Firm has chosen not to commit to the Code.

Shareholder Rights Directive (SRD II)

SRD II aims to promote effective stewardship and long-term investment decision making, in respect of shares traded on EEA regulated markets and comparable regulated markets outside the EEA. It came into effect on 10 June 2019.

The rules require asset managers, who invest in shares traded on a regulated market detailed above, to:

Publish their shareholder engagement policy (or explain why they don't have one) – COBS 2.2B.5R.
Make annual public disclosures relating to the implementation of their shareholder engagement policy, from 10 June 2020 – COBS 2.2B.5R.
Make disclosures to asset owners, including how their investment strategies contribute to the medium to long term performance of their assets – COBS 2.2B.9R.

Charme Capital Partners Limited does not manage investments in shares which are traded on an EEA regulated market, or on a comparable regulated market outside the EEA, and so the SRD II rules do not apply to it. Therefore, we have not developed a shareholder engagement policy and nor are we required to make the disclosures outlined above.

CHARME CAPITAL PARTNERS LIMITED – REMUNERATION POLICIES AND PRACTICES

1.1 Introduction

As a MIFIDPRU investment firm, we must establish, implement and maintain gender neutral remuneration policy and practices that are appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the Firm. Our remuneration policy and practices are gender neutral and do not discriminate employees on the basis of gender or other characteristics.

1.2 Governance

Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it does not have a separate Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Governing Body.

1.3 Performance period

The Firm’s performance period is from 1 January 2023 to 31 December 2023[FB2] [RK3].

The Firm has adopted a Remuneration Policy that complies with the requirements of Chapter 19G of the FCA’s Senior Management Arrangements, Systems and Controls Sourcebook.

1.4 Approach to remuneration for employees

The Firm’s remuneration approach is designed to support individual and corporate performance, encourage the sustainable long-term financial health of the business and promote sound risk management for the success of the Firm and to the benefit of its customers, counterparties and the wider market. Our remuneration approach promotes long-term value creation through transparent alignment with the agreed corporate strategy.

The Board believes the Firm’s remuneration structure is appropriate for the business and the industry it operates in and is efficient and cost-effective in delivering its long-term strategy.

Undeserved and excessive remuneration sends a negative message to all stakeholders, including the Firm’s workforce, and causes long term damage to the Firm and its reputation.

1.5 Financial incentives objectives

The objectives of the Firm’s remuneration practices are as follows:

The Firm undertakes to reward all employees fairly, regardless of job function, race, religion, colour, national origin, sex, sexual orientation, marital status, pregnancy, disability or age;
It is the policy of the Firm to operate competitive remuneration policies to attract, retain and motivate an appropriate workforce for the Firm;
The Firm is also committed to ensuring that its remuneration practices encourage high standards of personal and professional conduct, support sound risk management and do not encourage risk taking that exceeds the level of tolerated risk of the Firm, and are aligned with the Firm’s regulatory requirements;
Rewards for all staff will be aligned to financial and non-financial performance criteria and risk profile, and in all cases will be in line with the business strategy, objectives, values, culture and long-term interests of the Firm;
The Firm will not allow any unfair or unjust practices that impact on pay;
The Firm undertakes that it will not award remuneration using vehicles or methods the aim of which is to attempt to avoid application of the relevant FCA’s Remuneration Code.

The Firm uses the following financial incentives:

bonuses;
extra allowances;
salary raises;
wage incentives;
professional development opportunities;

Our financial incentives are designed to:

raise employee satisfaction;
recognise individual performance;
attract and retain talent;
encourage collaborative teamwork; and
motivate staff to achieve Firm-wide objectives.
1.6 Governance

As a SNI, the Firm is not required to establish a Remuneration Committee. Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it has not formed a Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Board.

The Board is responsible for reviewing and approving remuneration, and to ensure remuneration policies across the Firm are consistent with the promotion of effective risk management. [KR5] The Board is responsible for reviewing and approving salary amendments and the Firm’s bonus pool arising from the annual compensation.

The Board meets regularly and is composed of:

Matteo Cordero di Montezemolo
Francisco G. Churtichaga
Julian Huxtable
Massimo Paolo Gentili
Luigi Sala
Tommaso Beolchini
Matteo Facoetti

1.7 Components of remuneration

The Firm makes a clear distinction between the fixed and variable remuneration.

Fixed remuneration primarily reflects a staff member’s professional experience and organisational responsibility as set out in the staff member’s job description and terms of employment; and is permanent, pre-determined, nondiscretionary, non-revocable and not dependent on performance.

Variable remuneration is based on performance and reflects the long-term performance of the staff member as well as performance in excess of the staff member’s job description and terms of employment. In exceptional cases, variable remuneration is based on other conditions. Variable remuneration includes discretionary pension benefits.

The Firm will ensure that the fixed and variable components of an individual’s total remuneration are appropriately balanced. In determining this balance, the Firm considers the following factors:

The Firm’s business activities and associated prudential and conduct risks;
The role of the individual in the Firm;
The impact that different categories of staff have on the risk profile of the Firm or of the assets it manages;
No individual must be dependent on variable remuneration to an extent likely to encourage them to take risks outside the risk appetite of the Firm;
It may be appropriate for an individual to receive only fixed remuneration, but not only variable remuneration; and
Variable remuneration must not affect the Firm’s ability to ensure a sound capital base.

When assessing individual performance to determine the amount of variable remuneration to be paid to an individual, the Firm takes into account financial as well as non-financial criteria. Non-financial criteria should:

form a significant part of the performance assessment process;
override financial criteria, where appropriate;
include metrics on conduct, which should make up a substantial portion of the non-financial criteria; and
include how far the individual adheres to effective risk management and complies with relevant regulatory requirements.
1.8 Financial and non-financial performance criteria

The Firm must take into account both financial and non-financial criteria when assessing the individual performance of its staff. This aims not only to discourage inappropriate behaviours but also to incentivise and reward behaviour that promotes positive non-financial outcomes for the Firm.

The Firm uses the following financial performance criteria:

Overall results of the firm;
The business line results;
The individual contribution to financial performance.

The Firm uses the following non-financial performance criteria:

measures relating to building and maintaining positive relationships and outcomes with the Italian Management Company;
performance in line with firm strategy or values, for example by displaying leadership, teamwork or creativity;
adherence to the firm’s risk management and compliance policies;
diversity and inclusion.

The criteria outlined above are used for the assessment of the performance of:

THE FIRM

Financial performance criteria

Overall results of the Firm

Business line results

Non-financial performance criteria

Italian Management Company Satisfaction

INDIVIDUALS

Financial performance criteria

Individual contribution to financial results

Non-financial performance criteria

Performance in line with firm strategy or values

Adherence to the firm’s risk management and compliance policies;

1.9 Total amount of remuneration awarded

Under MIFIDPRU 8.6.8R(2), the Firm must disclose the total amount of remuneration awarded to all staff, split into:

fixed remuneration; and
variable remuneration.

Remuneration type	£
Fixed remuneration	£3,580,462
Variable remuneration	£386,773
Total amount	£ 3,967,235