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ISSUE DOCUMENT SEB Private Equity Fund SICAV-SIF An investment company with variable capital (société d investissement à capital variable) specialised investment Company (fonds d'investissement spécialisé)
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ISSUE DOCUMENT SEB Private Equity Fund SICAV-SIF An investment company with variable capital (société d investissement à capital variable) specialised investment Company (fonds d'investissement spécialisé) - incorporated as a public limited company (société anonyme) and governed under the Luxembourg law of 13 February 2007 on specialized investment Companies (the 2007 Law ). The Company qualifies as alternative investment Company ( AIF ) in accordance with the law of 12 July 2013 on alternative investment Company managers (the 2013 Law ). RCS number B November SEB PRIVATE EQUITY FUND SICAV-SIF This issue document (the Issue Document ) contains information about SEB Private Equity Fund SICAV- SIF (the Company ) that a prospective investor should consider before investing in the Company and should be retained for future reference. The Company was originally organised as a FCP-SIF, i.e. a common mutual investment company (fonds commun de placement) and converted into a SICAV, an investment company with variable capital (société d investissement à capital variable) by the decision of the unitholders, taken on the general extraordinary meeting of the unitholders held on 17 October The Company is a specialized investment fund, SIF, governed by the laws of the Grand Duchy of Luxembourg subject to the 2007 Law and an externally managed alternative investment fund, AIF subject to the 2013 Law. The Company is managed by SEB Investment Management AB acting as alternative investment fund manager (the AIFM ) of the Company in accordance with the provisions of Article 4 of the 2013 Law. The Company is registered at the Luxembourg R.C.S. under the number: B The Company is a closed-ended investment company established for an unlimited period of time. The Shares of participation in the Company (the Shares ) represent undivided interests solely in the assets of the Company. The latest annual report may be requested free of charge by all investors at the registered office of the Company, of the AIFM and at the address of the Branch. The Shares of the Company are reserved to Eligible Investors. The Company will refuse to issue Shares to persons and companies that do not characterize as Eligible investors within the meaning of article 2 of the 2007 Law, i.e. an institutional investor, professional investor and any other natural person who fulfils the following conditions: a) adheres in writing to the status of well-informed investor; and b) either invests a minimum of EUR 125,000 in the Company; or c) benefits from a certificate delivered by a credit institution within the meaning of Directive 2009/111/EC, an investment firm within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC stating that he or she is competent, experienced and informed enough to appreciate in an adequate manner an investment in a specialized Company The above described conditions set forth above are not applicable to the directors and other persons who intervene in the management of the Company. Furthermore, the Company will refuse to make any transfer of Shares to the extent that such transfer would result in a non-eligible Investor becoming a Shareholder. The board of directors of the Company (the Board ) at its sole discretion, may refuse the issue or the transfer of Shares of the Company if there exists no sufficient evidence that the company or entity to which the Shares should be issued or transferred is an Eligible Investor. In order to determine whether a purchaser or transferee of Shares may qualify as an Eligible Investor, the Company will refer to the recommendations made by the relevant supervisory authorities. Generally, the Company may, at its sole discretion, reject any application for subscription of Shares and proceed, at any time, to the compulsory redemption of all the Shares held by a non-eligible Investor. 2 Restriction on ownership of Shares Shares may not be offered, sold or otherwise distributed to prohibited persons ( Prohibited Persons ). Prohibited Persons means any person, firm or corporate entity, determined in the sole discretion of the board of directors of the Company, as being not entitled to subscribe to or hold Shares: 1- if in the opinion of the board of directors of the Company such holding may be harmful/damaging to the Company, 2- if it may result in a breach of any law or regulation, whether Luxembourg or foreign, or if any contractual or statutory condition or condition provided in the Prospectus is no longer met by such person to participate in the Company, or if such person fails to provide information or documentation as requested by the Company, 3- if as a result thereof the Company or the AIFM may become exposed to disadvantages of a tax, legal or financial nature that it would not have otherwise incurred 4- if the participation of the investors of the Company is such that it could have a significant detrimental impact on the economic interests of the investors, in particular in cases where individual investors seek by way of systematic subscriptions and immediate redemptions to realise a pecuniary benefit by exploiting the time differences between the setting of the closing prices and the valuation of the Company s assets (market timing) or 5- if such person would not comply with the eligibility criteria for Shares (e.g. in relation to U.S. Persons as described below). The Articles of Incorporation enable the Board to compulsorily redeem Shares held by Prohibited Persons and Non-Eligible Investors. Additionally, the Board may redeem Shares of any Shareholder if it determines that any of the representations given by the Shareholder were not true and accurate or have ceased to be true and accurate or that the continuing ownership of Shares by the Shareholder would cause an undue risk of adverse tax consequences to the Company or any of its Shareholders. The Board may also redeem Shares of a Shareholder if it determines that the continuing ownership of Shares by such Shareholder may be prejudicial to the Company or any of its Shareholders. If a Shareholder s holding falls below the minimum initial subscription amount, the Board may at its sole discretion compulsorily redeem all Shares held by the relevant Shareholder. Any person who becomes aware that he is holding Shares in contravention of any of the provisions set out in the Issue Document and who fails to transfer or redeem his Shares pursuant to such provisions shall indemnify and hold harmless the Company, its directors, the Depositary, the Central Administration, the Portfolio Manager (if any), and the Shareholders of the Company (each an Indemnified Party ) from any claims, demands, proceedings, liabilities, damages, losses, costs and expenses directly or indirectly suffered or incurred by such Indemnified Party arising out of or in connection with the failure of such person to comply with his obligations pursuant to any of the above provisions. In case of a compulsory redemption in accordance with this section, the Company shall notify the respective investor by a written notice about the compulsory redemption, specifying the Shares to be redeemed, the date of the redemption and the price applicable to such Shares concerned as well as the place at which the redemption price in respect of such Shares is payable. Such notice shall be addressed to the respective investor at his last address known to or appearing in the Company s register. The Shares concerned by such a redemption shall be cancelled immediately after the date specified in the redemption notice. 3 US Securities Act 1933 / US Investment Company Act 1940 The Company has not been and will not be registered under the United States Investment Company Act of 1940 as amended (the Investment Company Act ). The Shares of the Company have not been and will not be registered under the United States Securities Act of 1933 as amended (the Securities Act ) or under the securities laws of any state of the US and such Shares may be offered, sold or otherwise transferred only in compliance with the Securities Act of 1933 and such state or other securities laws. The Shares of the Company may not be offered or sold within the US or to or for the account, of any US Person. For these purposes, US Person is as defined in Rule 902 of Regulation S under the Securities Act. Rule 902 of Regulation S under the Securities Act defines US Person to include inter alia any natural person resident of the United States and with regards to investors other than individuals, (i) a corporation or partnership organised or incorporated under the laws of the US or any state thereof; (ii) a trust (a) of which any trustee is a US Person except if such trustee is a professional fiduciary and a co-trustee who is not a US Person has sole or shared investment discretion with regard to trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person or (b) where a court is able to exercise primary jurisdiction over the trust and one or more US fiduciaries have the authority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to US tax on its worldwide income from all sources; or (b) for which any US Person is executor or administrator except if an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with regard to the assets of the estate and the estate is governed by foreign law. The term US Person also means any entity organised principally for passive investment (such as a commodity pool, Investment Company or other similar entity) that was formed: (a) for the purpose of facilitating investment by a US Person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the regulations promulgated by the United States Commodity Futures Trading Commission by virtue of its participants being non-us Persons or (b) by US Persons principally for the purpose of investing in securities not registered under the Securities Act, unless it is formed and owned by accredited investors (as defined in Rule 501 (a) under the Securities Act) who are not natural persons, estates or trusts. Applicants for the subscription to Shares will be required to certify that they are not US Persons and might be requested to prove that they are not Prohibited Persons. Shareholders are required to notify the Registrar and Transfer Agent of any change in their domiciliation status. Prospective investors are advised to consult their legal counsel prior to investing in Shares of the Company in order to determine their status as non US Persons and as non-prohibited Persons. The Company may refuse to issue Shares to Prohibited Persons or to register any transfer of Shares to any Prohibited Person. Moreover the Company may at any time forcibly redeem/repurchase the Shares held by a Prohibited Person. The Company can furthermore reject an application for subscription at any time at its discretion, or temporarily limit, suspend or completely discontinue the issue of Shares, in as far as this is deemed to be necessary in the interests of the existing Shareholders as an entirety, to protect the Company to protect the Company, in the interests of the investment policy or in the case of endangering specific investment objectives of the Company. Shareholders are required to notify the Registrar and Transfer Agent of any change in their domiciliation status. Prospective investors are advised to consult their legal counsel prior to investing in Shares of the Company in order to determine their status as non U.S. Persons and as non-prohibited Persons. 4 The distribution of this Issue Document and/or the offer and sale of Shares in certain jurisdictions or to certain investors, may be restricted or prohibited by law. This Issue Document does not constitute an offer to sell Shares nor the solicitation of an offer to purchase Shares in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to whom it is unlawful to make such offer or solicitation. Neither the delivery of the Issue Document nor the offer, sale or issue of Shares shall under any circumstances constitute a representation that the information given in the Issue Document is correct at any time subsequent to the date hereof. An addendum to the Issue Document or an updated Issue Document shall be provided, if necessary, to reflect material changes to the information contained herein. It is therefore recommended that prospective subscribers of Shares inform themselves as to whether a subsequent Issue Document or addendum thereto has been published. Prospective subscribers of Shares should inform themselves as to the legal requirements, exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile. If a prospective investor is in any doubt about the content of this Issue Document, it should consult its stockbroker, bank advisor, legal advisor, accountant or other financial advisor. The Company, in its sole discretion and in accordance with the applicable provisions of this Issue Document and any applicable legal provision, will refuse to register any acquisition of Shares in the register of holders of Shares of the Company or will compulsorily redeem any Shares acquired in contravention of the provisions of this Issue Document or applicable law. It is not anticipated that application will be made to list the Shares on any stock exchange and no secondary market in Shares is expected to develop. Accordingly, investors must consider that an investment in the Company may be illiquid. Investment in the Company involves substantial risks, including the possible loss of capital (See Certain Risk Considerations hereafter). No dealer, salesman or any other person is authorized to give any information or to make any representations other than those contained in the Issue Document and the other documents referred to herein in connection with the offer of Shares made hereby. 5 GLOSSARY OF TERMS 2007 Law 2013 Law AIFM AIFM Regulation Appendix or Appendices Amount Available for Distribution Approved Statutory Auditor of the Company Articles of Incorporation Average Subscription Price Bank Business Day Board or Board of Directors Branch Calculation Date the Luxembourg law of 13 February 2007, on specialised investment funds the Luxembourg law of 12 July 2013 on alternative investment fund managers transposing Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and regulations (EC) N 1060/2009 and (EU) N 1095/2010 Alternative Investment Fund Manager means SEB Investment Management AB the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision an appendix to this Issue Document Net proceeds from disposals of Direct Investments and Indirect Investments, net distributions from Direct and Indirect Investments except for distributions which, under the agreements governing such Indirect Investments, may be reinvested and interest earned by the relevant Sub-Fund, less the management fee of the AIFM, and any other fee and expenses to be borne by the relevant Sub- Fund, as mentioned hereafter. PricewaterhouseCoopers Société coopérative. 2, rue Gerhard Mercator L-2182 Luxembourg The articles of incorporation of the Company. The total amount paid by the Shareholders of the relevant Sub- Fund at each Closing Date and each Capital Call, including any subscription commission, divided by the number of Shares issued in such Sub-Fund. Any day on which banks are open in the Grand Duchy of Luxembourg except 24 December and 31 December. Board of directors of SEB Private Equity Fund SICAV-SIF SEB Investment Management AB, Luxembourg Branch The date on which the Net Asset Value will be calculated for any Valuation date, i.e. on the first Bank Business Day following the applicable Valuation Date. 6 Capital Call Central Administration (including Administrative, Registrar and Transfer Agent) and Paying Agent Class or Classes Costs, Fees and Expenses Closing Date Committed Capital Committee Company Company Reference Currency Depositary Depositary Agreement Direct Investments Eligible Investor or Wellinformed Investor Euro or EUR Subscriptions called by the Board of Directors or its delegates, for the purpose of funding an investment or to pay fees and expenses within a Sub-Fund, for an amount equal to the percentage, determined for each Sub-Fund in part B of the Issue Document, of the Shareholder's Committed Capital in such Sub-Fund. The Bank of New York Mellon (Luxembourg) S.A. The different Share classes in the Company, issued to the investors given their qualification, the amount subscribed, the Share currency, the fee structure and/or any other characteristics The costs, fees and expenses as further described in this Issue Document Date on which subscription requests are accepted by the Board. Amount committed by each Shareholder for Shares to be purchased in the Sub-Fund, also referred to as capital commitment. Selected team of professionals with extensive knowledge and experience in the field of private equity. SEB Private Equity Fund SICAV-SIF Currency of denomination of the Company, which is the Euro. Skandinaviska Enskilda Banken S.A. Depositary agreement entered into between the Company, the AIFM and the Depositary. Investments in private equity securities issued by companies other than private equity funds. an investor within the meaning of article 2 of the 2007 Law, i.e. an institutional investor, professional investor and any other natural person who fulfils the following conditions: adheres in writing to the status of well-informed investor; and either invests a minimum of EUR 125,000 in the Company; or benefits from a certificate delivered by a credit institution within the meaning of Directive 2009/111/EC, an investment firm within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC stating that he or she is competent, experienced and informed enough to appreciate in an adequate manner an investment in a specialized fund the lawful currency of the European Union Finansinspektionen The Swedish Financial Supervisory Authority 7 First Subscription Price FIS/SIF Indirect Investments Initial Closing Date Investment Period IRR Issue Document Luxembourg NAV or Net Asset Value Paying Agent Preferred Return RCS Subscription price for Shares issued on the Initial Closing Date of each Sub-Fund. Fonds d investissement spécialisé also referred to as Specialised Investment Fund Investments in private equity funds Date on which the initial subscription requests in each Sub-Fund are accepted by the Board. Period not exceeding six years after the Initial Closing Date of each Sub-Fund, during which investments will be made by such Sub-Fund, as determined for each Sub-Fund in Part B of the Issue Document. Internal rate of return The Issue Document of the Company as may be amended from time to time The Grand Duchy of Luxembourg The net asset value per Share that shall be determined as of any Valuation Day by dividing the net assets of the Company, being the value of the assets attributable to the Company less the portion of liabilities attributable to the Company, on any such Valuation Day, by the number of Shares of the Company then outstanding, in accordance with the valuation rules set forth in this Issue Document (Appendix II). The Bank of New York Mellon (Luxembourg) S.A. Return compounded annually at
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