Charme III announces a partnership with...Post

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Charme III announces a partnership with the co-founders of OCS S.p.A

28 March 2018

Established in 1984 and headquartered in Milan and Brescia, OCS is the leading Italian provider of proprietary software solutions for the retail finance market. For over 30 years, OCS has supported the main Italian banks and specialized financial institutions, acting as a trusted technology partner for complex and innovative IT solutions for both consumer credit and asset finance.

With a team of c. 100 highly specialized professionals (engineers, mathematicians and computer scientists) and Sales of approximately €30 million in 2017 (with an average annual growth rate of 14% over the last three years), OCS was a private company owned by its three co-founders, Luciano Benedini, Francesco Cavagna and Lorenzo Cereda.

The OCS suite allows banks and specialized financial institutions to manage a wide range of financial products (including personal loans, credit cards, revolving credit, securitization and leasing) over the entire credit life cycle, from initial client interaction through to offering a broad spectrum of further credit activities.

The partnership with Charme will see the company continue to operate in a similar manner, with the three co-founders collectively retaining a 20% stake in the company and maintaining their current management roles. With Charme, OCS’ objective is to further develop its growth strategy in Italy and internationally, with particular focus on developing new products to further support its clients’ business.

Matteo di Montezemolo, CEO of the Charme Funds, commented: "OCS represents a strong investment opportunity in the market leader with a high growth potential and a unique set of competences developed in over 30 years of activity, thanks to the know-how of both its founder and team of professionals. These are the distinctive features of Charme Funds investment strategy and represent the strategic and operating support that we will provide to OCS to implement its growth plan".

Luciano Benedini, Francesco Cavagna and Lorenzo Cereda, co-founders and co-CEOs of OCS, have commented: “Thanks to the partnership with Charme III, OCS plans to continue its development path. The objective is to strengthen and further evolve the OCS platform according to the strategic plan shared with Charme, in order to tap the multiple market opportunities both in Italy as well as internationally”.

Charme III was assisted in the transaction by Legance Avvocati Associati, PWC, Osculati & Partners and Spada Partners while the financing has been structured through a bond underwritten by the Pemberton funds, assisted by Clifford Chance. OCS was assisted by Klecha & Co as financial advisor and Pedersoli Studio Legale and Studio Zanoletti-Uberti.

The Charme Funds

The Charme Funds were created in 2003 by Luca and Matteo di Montezemolo and are backed by a unique combination of institutional and entrepreneurial investors. Total commitments raised since the establishment of Charme I have been in excess of €1 billion. The Charme funds develop long-term industrial investments in companies with a strong potential for growth and international development.

Charme III, with total commitments of €650 million and offices in Milan, London and Madrid, was launched between 2015 and 2016 with a pan-European investment focus, particularly on Italy, the United Kingdom and Spain. Charme III is investing in companies with high International growth potential, whose value ranges between €100 million and €500 million. In these companies, Charme III acts as a strategic partner for those entrepreneurial families and managerial teams who want to benefit from new development opportunities, both through organic growth and structured M&A investments and strengthening of capital structure aimed at consolidating their leadership.

The main investments realised by Charme I and II funds 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 (active in blood purification devices).

Charme III has already completed six majority investments. Specifically, two investments in Spain via Igenomix (world leader in reproductive genetic diagnostics) and Valtecnic/Ibertasa (a leading Spanish market player in the field of real estate services, and specifically in real estate appraisals and valuation for the banking system); two investments in the United Kingdom via JD Classics (active in the retail, restoration and management of both road and racing classic cars) and Witherslack (among the UK market leaders in the education sector, known for its know-how and industry reputation); and two investments in Italy via ATOP (active in the field of industrial automation for the production of electric motors in the automotive and e-mobility sector) and Fiocchi (one of the leading companies worldwide in the production and sale of premium small-calibre ammunitions used for sports and leisure).

For additional information, see www.charmecapitalpartners.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.

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.

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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.

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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