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Charme Capital Partners invests in Witherslack Group

01 September 2017

Charme Capital Partners makes investment in Witherslack Group, the UK’s leading provider of specialist education and care for children and young people with social, emotional and mental health needs, communication difficulties and complex learning needs
New investment to support the organic growth of the Group, helping it to provide inspirational education and care to even more children and young people across the UK while maintaining its excellent education and care standards
The current shareholders including management will reinvest

London, 1st September 2017: Charme Capital Partners (“Charme”), the pan-European mid-market private equity firm, announces that Charme III has invested in the Witherslack Group (“Witherslack” or “the Group”). As part of the transaction, both management and the current shareholders, mid-market private equity firm Livingbridge, will reinvest. Terms of the transaction were not disclosed.

Headquartered in Cumbria, England, Witherslack is a provider of education, therapeutic and residential care for children and young people with special education needs. The Group’s focus is on support, care and acceptance – allowing every young person to develop as an independent individual, equipped with the knowledge, experience and life skills required to look to the future with increased confidence and aspiration. It currently operates 29 schools, associated homes and integrated learning centres across the UK.

Since its foundation in 1996, Witherslack has grown from a small, regional provider of specialist schools and children’s homes, into a national provider of a wider range of services for children and young people. The Group has a long history of success and sector-leading Ofsted judgements, being the only institution to have received either ‘Good’ or ‘Outstanding’ ratings for all its schools since inception. This has been achieved through an ethos of high aspiration, a ‘team around the child’ approach, unique in-school therapy solutions, and striving to provide inspiring environments for students.

Charme is firmly committed to Witherslack’s excellent educational and care standards, and will continue to invest in the Group and its organic growth, so that it can support even more children and young people across the UK.

Julian Huxtable, Partner at Charme Capital Partners, said:
“We are very pleased to partner with such an inspiring company as the Witherslack Group. Our focus will be on helping the Group to offer its vital services to more locations across the country, while preserving the high standards of education and care that make it such a key part of the lives of the young people and children it helps.”

Adam Holloway, Partner at Livingbridge, said:
“It has been a privilege to have worked with Witherslack and its leadership team over the last 6 years. Together we have opened 7 new schools and learning centres and doubled the number of pupils to over 630 today. We have always maintained a relentless focus on improving outcomes for children and young people and invested heavily to achieve this. We are delighted to welcome Charme as new partners and look forward to supporting Witherslack through its next phase of growth.”

Phil Jones, CEO of Witherslack Group, said:
“I am delighted that Witherslack Group has been able to attract new investment, enabling us to continue our drive to improve the quality of outcomes and life opportunities for an ever-increasing number of the most complex young people in this country. Charme Capital Partners’ ethos accords with that of management and our continuing investor, Livingbridge, and I am confident that with our combined efforts we will continue our organic expansion, whilst maintaining, or even improving, our sector leading Ofsted ratings.”

Media Contacts

Charme Capital Partners

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

Livingbridge

James White, MHP Communications
0203 128 8756 / livingbridge@mhpc.com

About Witherslack Group

Witherslack Group is the UK’s leading provider of specialist education and care for children and young people with social, emotional and mental health needs, communication difficulties (autistic spectrum conditions, Asperger’s Syndrome, speech, language and communication needs) and complex learning needs.

Our focus on support, care and acceptance allows each young person to develop as an independent individual, equipped with the knowledge, experience and life skills to look to the future with increased confidence and aspiration. This is achieved through our dedicated teaching, care and therapeutic professionals who combine to create a unique and inspirational environment for every child.Their commitment and ability to genuinely connect with each child allows us to achieve long lasting outcomes and fulfil the ambitions of our young people.

We go the extra mile for all of our young people to ensure that their time in our schools and children’s homes gives them the foundations and ambitions to create their own story of success.

Visit: www.witherslackgroup.co.uk

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), in the UK with JD Classics (leader in the retail, restoration and management of classic cars) and in Italy with ATOP (the global leader in the production of innovative machines and automated production lines for electric motors).

Visit: www.charmecapitalpartners.com

About Livingbridge

Livingbridge are an independent, specialist asset management firm of over 80 people in the UK and Australia with over £1bn to invest in fast growing companies over the next five years.

Our team have been backing growing businesses together for twenty years, investing anything from £2m to £70m in businesses valued up to £150m. We’ve done it over a hundred times, turning many into household names both at home and abroad. We get growth.

We understand the people behind growing companies in consumer markets; healthcare and education; technology, media and telecommunications; financial services and business services, and help them achieve what’s right for them and their business.

We invest on behalf of both institutional and retail investors. We are actively investing funds on behalf of Livingbridge 6 LP, Livingbridge Enterprise 2 LP and the two Baronsmead Ventures Trusts. Livingbridge also manage Livingbridge CF UK Micro Cap Fund and Livingbridge CF UK Multi Cap Income Fund.

Visit: www.livingbridge.com

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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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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