Charme and IMA announce acquisition of...Post

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Charme and IMA announce acquisition of ATOP

25 May 2017

Founded in 1993 and headquartered in Barberino Val d'Elsa (Florence), ATOP is a global leader in manufacturing machines and automation lines for the production of stators and rotors in electric motors. With its proprietary know-how and research, ATOP specialises in sustainable electrical mobility (e-mobility) that encompasses hybrid and plug-in electric motors used in electric vehicles, as well as in the broader automotive sector, household appliances and power tools.

In the last three years ATOP has grown at more than 10% per annum, resulting in 2016 revenues of €48 million and over 180 employees. With Charme and IMA as long-term strategic investors, ATOP plans to accelerate its global footprint by expanding its international customer base. The company will strengthen its core competency of industrial automation and continue to invest in R&D targeting sustainable e-mobility.

The acquisition of ATOP was led by Charme III, a pan-European private equity fund with committed capital in excess of €500 million, in conjunction with IMA, a world leader in the design and manufacture of automation packaging and processing machines. Charme and IMA acquired an 84% stake in ATOP through a special purpose vehicle controlled by Charme III, while the founders of ATOP (Luciano Santandrea, Massimo Ponzio and Fabrizio Cresti) re-invested to retain a 16% stake.

Matteo Cordero di Montezemolo, Founder and CEO of the Charme Funds, commented: “ATOP is the first acquisition for Charme III in Italy and represents an extraordinary investment opportunity. ATOP is a global leader in an innovative, high-growth sector led by a first class management team with proprietary know-how. These distinctive characteristics correspond directly with Charme’s investment strategy; and with the support of IMA and our investors, we look forward to helping ATOP achieve its international growth plan.”

Alberto Vacchi, Chairman and CEO of IMA, commented: “I am glad to have invested alongside Charme with whom we share a strong relationship based on industrial, strategic and international know-how to establish a long-term investment partnership. In tandem with ATOP’s management team, IMA now has the opportunity to gain market share in the high-growth automation market driven by the emergence of hybrid and plug-in electric motors which are used in the automotive sector. Once again, IMA's decisions address strategic sectors of the global market, where quality and innovation are the basis for success."

Luciano Santandrea, Founder of ATOP, said: “Alongside Massimo Ponzio and Fabrizio Cresti, I am excited to partner and reinvest with two renowned international investors. Charme has already demonstrated its industrial know-how through its prior investments, while IMA is a leading industrial player in the automation sector. Together, they are the ideal partners to support ATOP in capitalising on the opportunities in the global e-mobility market.”

Media Contacts

For Charme/ATOP

Greenbrook Communications
Andrew Honnor, Alex Jones, Carl Leijonhufvud
+44 (0)207 952 2000

About Charme Capital Partners

Charme Capital Partners was founded in 2003 and helps deliver transformational growth for its portfolio companies. The firm is supported by its unique investor base of institutional LPs and prominent global industrialists. Since its inception, Charme Capital Partners has raised over €1bn through its Charme Funds.

Charme III was launched in late 2015 and has a pan-European investment strategy, focused in particular on Italy, UK and Spain. These countries present attractive opportunities to invest in market leading companies with strong international growth prospects. Charme III will invest in companies valued up to €500m, partnering with entrepreneurs and management teams to expand both organically and inorganically.

The main investments realised by Charme I and Charme II include: in luxury goods, Poltrona Frau Group (the world leader in high-end design furniture created via the acquisitions of Poltrona Frau, Cassina and Cappellini); in technology, Octo Telematics (world leader in insurance telematics); and in med-tech, Bellco (leading provider of blood purification devices). Charme III has already completed investments in Spain with Igenomix (world leader in reproductive genetic diagnostics) and in the UK with JD Classics (leader in the retail, restoration and management of classic cars).

Visit: www.charmecapitalpartners.com

About IMA

Established in 1961, IMA is world leader in the design and manufacture of automatic machines for the processing and packaging of pharmaceuticals, cosmetics, food, tea and coffee. The Group has more than 5,100 employees, more than 2,600 of whom overseas, and can count on 39 production plants in Italy, Germany, France, Switzerland, Spain, the United Kingdom, the United States, India, Malaysia, China and Argentina. IMA has an extensive sales network comprising 29 branches which provide sales and service in Italy, France, Switzerland, the United Kingdom, Germany, Austria, Spain, Poland, Israel, Russia, the United States, India, China, Malaysia, Thailand and Brazil, representative offices in Central and East European countries and over 50 agencies covering a total of about 80 countries.

IMA S.p.A. has been listed on the Milan Stock Exchange since 1995 and in 2001 joined the STAR segment. The following manufacturing companies are part of the IMA Group: Benhil GmbH, Co.ma.di.s. S.p.A., Corazza S.p.A., Delta Systems & Automation Inc., Erca S.A., Erca-Formseal Ibérica S.A., Fillshape S.r.l., Gasti Verpackungsmaschinen GmbH, Gima S.p.A., Gima TT S.p.A., G.S. Coating Technologies S.r.l., Hamba Filltec GmbH & Co. KG, Hassia Packaging Pvt. Ltd., Hassia Verpackungsmaschinen GmbH, Ilapak International SA, Ilapak Italia S.p.A., Ilapak (Beijing) Packaging Machinery Co. Ltd., IMA Automation Malaysia Sdn. Bhd., IMA Automation USA Inc., IMA Life North America Inc., IMA Life (Beijing) Pharmaceutical Systems Co. Ltd., IMA Medtech Switzerland S.A., IMA North America Inc., IMA-PG India Pvt. Ltd., IMA Swiftpack Ltd., MAI S.A., Mapster S.r.l., PharmaSiena Service S.r.l., Revisioni Industriali S.r.l., Shanghai Tianyan Pharmaceutical Machinery Co. Ltd., Teknoweb Converting S.r.l., Telerobot S.p.A.

Visit: www.ima.it

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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.

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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.

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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