Legal


Terms of Use

Limitations to Liability

While Scipio Capital seeks to include accurate information, we make no representations or warranties, express or implied, as to the accuracy or completeness of the information and disclaim any liability for the use of this site or any site linked to it. The information is for general information purposes only and does not constitute advice.

Neither Scipio Capital nor any other party involved in creating, producing or delivering the website or on any website linked to from this site shall be liable in any manner whatsoever for any damages arising out of your access, use or inability to use the website or any website linked to from this site, or any errors or omissions in the content thereof. Scipio Capital furthermore is not liable for damages resulting from the use of electronic means of communication, including, but not limited to, damages resulting from the interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of virus.

Intellectual Property

Unless indicated otherwise, all intellectual property rights to the website and the information are owned by Scipio Capital.

You are permitted to read the website and make copies for your own personal use, for example by printing or storing. All other use of the website or of the information, for example the storage or reproduction of (a part of) the website of Scipio Capital in any external internet site, is not permitted. You may not remove any copyright, trademark or other intellectual property sources contained in the original material from the website.

Non-Solicitation

The information does not constitute an offer or solicitation for the purchase or disposal of trading or any transaction in any Scipio Capital securities. Investors must not rely on the information for investment decisions.

Nature of Forward Looking Statements

The statements included on the website that are not historical facts, including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecast related thereto are forward looking statements. These statements are only predictions and are not guarantees. Actual events or results of our operations could differ materially from those expressed or implied in the forward looking statements are typically identified by the use of terms such as may, will, should, expect, could, intend, plan, anticipate, estimate, believe, continue, predict, potential. The forward looking statements are based upon our expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties, all as their date or moment they were first included on the website. Assumptions relating to the foregoing involve judgements with respect to, among other things: future economics, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of them are beyond our control. Our results may differ from our expected and reasonable assumptions.

Applicable Jurisdiction

These Terms of Use, including Cookie’s Policy and Privacy Policy, shall be exclusively governed by the Law of the Netherlands. All disputes arising in connection with these terms, including but not limited to disputes concerning the existence and validity thereof, shall be resolved by the competent courts of Rotterdam (The Netherlands).

Personal Data Processing by Third Parties

On the website or apps you will find a number of links to other websites, including social media websites. Although these websites and apps are selected with care, we are not responsible for the processing of your personal data through these websites or apps. These Terms of Use and the Privacy Policy are therefore not applicable to the use of such websites or apps. If you choose to share our website or apps through social media such as LinkedIn, Facebook and/or Twitter, your personal data (such as your name and the fact that you are interested in Scipio Capital) might also be visible to all the visitors of your personal webpage on LinkedIn, Facebook and/or Twitter. On the use of such social media websites, only the terms and conditions (including the privacy policy) of those social media websites apply.

Privacy Policy

General

This Privacy Polciy is applicable to the processing of all personal data of Business Contacts of Scipio Capital, B.V., that is each individual whose personal data is processed by Scipio Capital in its role as controller. This is when you work at a business partner, a client or supplier of Scipio Capital, when you are a recipient of commercial messages of Scipio Capital or when you have another business relationship with Scipio Capital. This also includes contingent workers, people working at Scipio Capital as consultants, or employees of third parties providing services to Scipio Capital. The contact details of Scipio Capital can be found at the Scipio Capital contact section.

Personal Data Collection Process

We collect your personal data both online and offline. Most commonly, we receive your personal data:

1. From your direct interaction with us, for example when you visit our website or when we are doing business together.

2. From public data sources like sanction lists, trade registers and LinkedIn, for instance where we need such personal data to verify your identity before we do business with you.

Usage of Personal Data

Scipio Capital processes your personal data for the purposes as set out below. We also inform you of the legal ground on the basis of which we process your personal data (as required by the EU General Data Protection Regulation). Where we rely on legitimate interest as a legal ground, we will always seek to maintain a balance between our legitimate business interests as described below and your privacy. If Scipio Capital processes personal data for other purposes than as listed in this Privacy Policy, you will be informed thereof separately where required and consent will be sought if applicable local law so requires.

1. Assessment and acceptance of clients, conclusion and execution of agreements with clients, suppliers and business partners. This purpose includes processing of personal data that is necessary in connection with the assessment and acceptance of clients, suppliers and business partners, including confirming and verifying the identity of relevant Business Contacts (this may involve the use of a credit reference agency or other third parties) and conducting due diligence and screening against publicly available government and/or law enforcement agency sanctions lists (e.g. for compliance requirements). This purpose also includes the processing of personal data necessary to conclude and execute agreements with clients, suppliers and business partners, including required screening activities (e.g. for access to Scipio Capital premises or systems), delivery of client services, and to record and financially settle delivered services and projects to and from Scipio Capital.

2. Relationship management and marketing. This purpose includes processing of personal data that is necessary for activities such as maintaining and promoting contact with every person taking part of this company through any via of communication.

3. Business process execution, internal management and management reporting. This purpose includes processing of personal data that is necessary for the management of company assets, conducting audits and investigations, reviewing and monitoring compliance with internal policies and procedures, finance and accounting, implementing business controls, providing central processing facilities for efficiency purposes and managing mergers, acquisitions and divestitures. 

4. Health, safety, security and integrity purposes. This purpose includes the processing of personal data that is necessary for the protection of the rights, interests and assets of Scipio Capital and its employees, clients, suppliers and business partners and activities such as those involving health and safety. It also includes the authentication of client, supplier or business partner status and access rights.

5. Compliance with the law. This purpose includes the processing of personal data that is necessary for the performance of a task carried out to comply with a legal obligation to which Scipio Capital is subject, including the disclosure of personal data to government institutions or supervisory authorities.

6. Protection of the vital interests of Business Contacts. This purpose includes the processing of personal data that is necessary to protect the vital interests of you as our Business Contact.

Personal Data Retention Policy

In general, Scipio Capital will retain your personal data for the duration of your business relationship with Scipio Capital and for the time it is necessary to keep your personal data after the end of the services. This period will depend on our purpose of use of your personal data.

Scipio Capital will deviate from these retention periods if Scipio Capital has a pressing interest to keep your personal data longer (e.g. in case of ongoing or expected litigation).

Sustainability Risk Disclosure

1. Introduction

SCPO Capital Partners Coöperatief U.A. (the “Fund”) is a financial market participant within the meaning of Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (“SFDR”). The Fund does not promote environmental or social characteristics within the meaning of Article 8 SFDR, nor does it have sustainable investment as its objective under Article 9.

However, in accordance with Article 6 SFDR, the Fund considers sustainability risks as part of its investment decision-making process. A sustainability risk refers to an environmental, social or governance (ESG) event or condition that, if it occurs, could have a material negative impact on the value of an investment.

2. Integration of Sustainability Risks into the Investment Process

While sustainability is not a binding objective of the Fund, sustainability risks are assessed alongside traditional financial and operational risks throughout the investment process:

Screening and Initial Review: During the initial screening of investment opportunities, the Fund may consider potential ESG risks that could significantly affect the investment’s performance or valuation.
Due Diligence: As part of the due diligence process, the Fund may identify material ESG-related risks such as environmental liabilities, governance weaknesses, or social concerns. Where appropriate, these risks are factored into investment decision-making.

Ongoing Monitoring: Once an investment is made, the Fund may, where relevant, monitor material sustainability risks as part of its overall risk management framework.

This process helps ensure that sustainability risks that may impact the long-term performance of investments are duly considered.

3. Impact on Returns

Sustainability risks, if materialized, can adversely affect the value of the Fund’s investments and overall returns. These risks vary depending on sector, geography, and specific business models and may result in lower profitability, regulatory sanctions, reputational damage, or business disruption.

Although the Fund does not systematically pursue ESG objectives, the integration of sustainability risks aims to support prudent risk management.

4. Governance

The assessment of sustainability risks is overseen by the Fund’s investment team, which is responsible for incorporating all relevant risks—financial and non-financial—into the investment analysis and decision-making processes.

Principal Adverse Impact Declaration

1. Introduction

Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector, as amended, restated or supplemented from time to time (“Sustainable Finance Disclosure Regulation” or “SFDR””) obligates financial market participants to provide transparency on sustainability related issues.

These issues include the consideration of principal adverse impacts of investment decisions on sustainability factors. This document addresses Article 4 (1) (a) of the SFDR on the consideration of principal adverse impact risks.

2. Principal Adverse Impacts

SCPO Capital Partners Coöperatief U.A. does not currently consider or report on the principal adverse impacts (PAIs) of investment decisions on sustainability factors at the entity level nor at the fund level. While recognizing the importance of PAIs, the decision is due to the incomplete and insufficient availability of relevant data at this level.

SCPO Capital Partners Coöperatief U.A. will review its decision not to report on PAIs annually. This position may be reconsidered if circumstances change, such as improved data availability, investor demand, or requirements from National competent authorities.

Remuneration Policy

1. Introduction

This policy outlines the approach of SCPO Capital Partners Coöperatief U.A. (the “Fund”) to remuneration in accordance with Article 5 of Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (“SFDR”).

While the Fund does not promote environmental or social characteristics within the meaning of Article 8 SFDR, it considers sustainability risks as part of its investment risk framework. Accordingly, this remuneration policy includes a description of how such risks are (or are not) integrated into remuneration practices.

2. General Approach to Remuneration

The Fund has only one employee, which is also a Fund member. Further, all individuals or companies contributing to the Fund's operations and managing the investment process, except the legal counsel, are also Fund members. Therefore, their economic participation is tied directly to the Fund's overall performance, ensuring strong alignment with investors' interests and sustainability outcomes.

3. Integration of Sustainability Risks

Although the Fund does not pursue specific ESG objectives, material sustainability risks are considered during investment analysis and monitoring. Remuneration practices are designed to support sound and effective risk management, including the avoidance of excessive risk-taking that could have an adverse impact on the sustainability of the investments.

Remuneration is not structured in a way that encourages disregard for sustainability risks. Where relevant, members are expected to take such risks into account as part of their fiduciary duties and risk assessment.

4. Governance and Review

The Fund’s Investment Committee oversees the implementation of this remuneration policy. The policy is reviewed periodically to ensure it remains consistent with the Fund’s structure, applicable regulations, and risk management principles.

5. Transparency

This policy is published on the Fund’s website in accordance with SFDR requirements and will be updated as necessary to reflect material changes in approach or regulation.

Pre-contractual Disclosure under Article 6 SFDR

1. Integration of Sustainability Risks into Investment Decisions

SCPO Capital Partners Coöperatief U.A. (the “Fund”) considers sustainability risks as part of its overall investment decision-making and risk management framework.

A sustainability risk is defined as an environmental, social, or governance event or condition that, if it occurs, could cause a material negative impact on the value of an investment.

Although the Fund does not promote environmental or social characteristics (Article 8) nor pursue sustainable investment as its objective (Article 9), sustainability risks are assessed alongside financial, legal, and operational risks during the investment analysis and due diligence process.

The Fund primarily invests through the Search Fund model, acquiring companies that are solvent but in need of transformation and growth. As part of the due diligence and post-investment monitoring process, the Fund may assess certain ESG-related factors—such as governance structures, regulatory compliance, and potential environmental or social liabilities—where these are material to the investment case.

2. Impact of Sustainability Risks on Returns

Sustainability risks can adversely affect the Fund’s investments and financial returns. The materiality of such risks depends on the characteristics of each target company, such as sector, location, regulatory exposure, or operational practices.

While sustainability considerations do not form binding investment criteria, the Fund integrates relevant ESG risks as part of its fiduciary duty to manage overall investment risk. The Fund believes that the prudent consideration of such risks may support long-term value creation and capital preservation, but there is no guarantee that such risks will be identified or mitigated in all cases.

3. Principal Adverse Impacts

The Fund does not consider principal adverse impacts (PAIs) of investment decisions on sustainability factors within the meaning of Article 4(1)(b) of SFDR. Given the size and nature of the Fund, and the limited availability of data from portfolio companies, the consideration of PAIs is not currently feasible. The Fund will continue to review its position in light of regulatory developments and market practices.

4. Good Governance Practices

Although not a product promoting ESG characteristics, the Fund may consider good governance practices—such as board structure, transparency, and compliance policies—where relevant and material to the investment’s risk profile. These aspects may be addressed through active ownership and participation in the governance of investee companies.

5. Use of Benchmark

The Fund does not use a sustainability-related benchmark for the purpose of measuring the performance of the product.