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).
Environmental, Social, and Governance (ESG) Policy
1. INTRODUCTION
SCPO CAPITAL PARTNERS COÖPERATIEF U.A. (the “Fund”) is a cooperative with excluded liability for its members (coöperatie met uitgesloten aansprakelijkheid voor leden) incorporated and existing under the laws of the Netherlands, having its corporate seat in Rotterdam, the Netherlands and its office address at Posthoornstraat 11, 3011WD Rotterdam, the Netherlands, registered with the Trade Register under number 92410669.
The Fund’s investment policy consists in the "Search Fund" model, which consists in investing in legal entities used by entrepreneurs to obtain financing for the purpose of searching, acquiring, and managing an existing privately-held company. Once the Search Fund has found a suitable target, the Fund has the possibility to invest in it, becoming such company a Portfolio Company.
The Fund is dedicated to promoting sustainable development and integrating environmental, social, and governance (ESG) principles into its investment strategy. As an Article 8 financial product under the 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””). The Fund seeks to balance financial returns with meaningful contributions to sustainability.
This policy formalizes our ESG approach to support these goals.
The Fund, through its investments, aims to achieve long-term capital appreciation by investing in SMEs globally. These SMEs will typically but not exclusively have a history of growth, profitability and positive cash flow generation and face succession issues. The Fund promotes the digitalization of such Portfolio Companies and the improvement of energy efficiency as part of its investment strategy, as well as the improvement of socially responsible management and good governance of its investee companies.
These improvements include reducing the environmental impact of mainly older companies, implementing digitalization systems, and incorporating new, more efficient energy technologies.
2. ESG OBJECTIVES AND SUSTAINABLE DEVELOPMENT GOALS (SDGS)
ESG Objectives
Our main objective is to generate an attractive return for our investors, while also creating value for the businesses in which we invest and society at large. We believe that integrating ESG principles into our operations is vital to the stability of our own business, a resilient financial system and long-term value creation.
The Fund’s ESG objectives include:
Environmental: Promote digital transformation and energy-efficient technologies to reduce the environmental footprint of portfolio companies.
Social: Enhance responsible social governance and promote workplace diversity, equity, and inclusion, health, safety and well-being of all employees.
Governance: Foster transparency, ethical practices, and robust governance structures in Portfolio companies so managers establish good governance processes and practices in their businesses.
Sustainable Development Goals (SDGs)
The Fund contributes to achieving the following Sustainable Development Goals (SDGs):
SDG 4: Quality education
The Fund will support the Search Funds with the inclusion of internship programs and employee promotions in the investee companies, thus promoting the improvement of employees' competencies and avoiding their stagnation within the organization (goal 4.4).
SDG 5: Gender equality
The Fund will promote the full and effective participation of women in the companies it invests in, fostering their leadership opportunities in governing bodies and management positions (goal 5.5).
SDG 8: Decent work and economic growth
The Fund shall assist the managers of the companies in which it invests, to achieve sustained, inclusive and sustainable economic growth, as well as full and productive employment (target 8.5).
SDG 9: Industry, innovation and infrastructure
The Fund will encourage the modernization and conversion of the industrial enterprises it acquires to make them sustainable, use their resources more efficiently, and promote the adoption of clean and environmentally sound technologies and industrial processes (target 9.4).
The Fund will promote technological improvement, encouraging innovation in the companies it acquires (goal 9.5).
SDG 16: Peace, justice and strong institutions
The Fund will be part of some boards of directors where it will contribute to the implementation of good corporate governance practices in its investee companies (goal 16.6).
The Fund shall contribute to the implementation of criminal compliance programs in investee companies that contribute to the fight against corruption and bribery in all its forms (target 16.5).
3. SCOPE OF THE POLICY
This ESG policy applies to all investment activities undertaken by the Fund, including ESG interest in all our decision-making process:
Pre-Investment Screening and Due Diligence: Evaluating potential investments based on ESG criteria.
Portfolio Management: Supporting investee companies in implementing ESG improvements and establishing key performance indicators that will be monitored throughout the period that a company is in our portfolio.
Exit Strategies: Ensuring sustainability practices are maintained post-exit.
Adhering to SFDR guidelines, the Fund shall publish the appropriate disclosures on our website, namely entity-level considerations on sustainability-related risks, consistency of our remuneration policy with sustainability-related risks, and entity-level considerations on principle adverse impacts (PAIs). Additionally, the Fund will annually share ESG progress reports on fund- and company-level.
4. ESG INTEGRATION INTO THE INVESTMENT PROCESS
The structural implementation of ESG-related considerations into the investment strategy is ensured through its integration in all five stages of the investment process
Screening
Potential investments are screened against an exclusion list, which prohibits activities involving:
- Weapons
- Tobacco
- Gambling
- Extraction Industries with Poor Environmental Records
- Industries with Records of Violation of Human Rights
- Environmental Degradation
- Unethical Business Practices.
Investments must align with the Fund’s commitment to sustainability and ethical practices.
Due Diligence
ESG assessments are conducted during due diligence to evaluate:
- Environmental risks (e.g., carbon emissions, energy use, biodiversity impacts).
- Social factors (e.g., labor rights, workplace safety, community engagement).
- Governance practices (e.g., board composition, anti-corruption policies, compliance).
The company's main ESG risks and opportunities are defined and the capacity of the management team to deal with the latter is assessed.
All these issues are included in the reports to the Fund's Investment Committee.
Investment Decision
Investment decisions incorporate ESG findings and require approval by the Investment Committee.
Portfolio Management
After acquisition, the Fund works closely with portfolio companies to improve the ESG objectives, which are monitored and followed up with the management team of the portfolio company.
A person responsible is appointed within the Fund's team
Measurable ESG goals are established
Progress is tracked using key performance indicators (KPIs).
Continuous improvement is promoted through regular monitoring and engagement.
Exit Strategy
At the time of exit, the Fund ensures that companies can maintain ESG practices independently.
ESG performance and improvements will be disclosed to potential buyers as part of the sale process.
5. MONITORING, REPORTING AND KPIS
Monitoring ESG Performance
The Fund monitors ESG performance through:
- Annual reviews of ESG action plans and progress toward established KPIs.
- Regular reporting from portfolio companies on ESG-related metrics.
Key Performance Indicators (KPIs)
To evaluate, measure and monitor the improvement in the evolution of responsible management in the investee companies, a set of indicators or KPIS is used on an annual basis, which have been selected from among the regulations and best practices (Disclosure Regulation, Invest in Europe, Sustainable Development Goals, PRI). These indicators are used to monitor the improvement of the responsible management of the investee companies.
1. Industry and innovation:
- systems put in place for the digitalization of the company
- efficiency certifications obtained
2. People management:
- job creation
- internal staff promotions
- implementation of equality plans
- training programs and hours dedicated to training
3. Diversity:
- number of women in the companies
- number of women in management positions
- number of women in the management body
4. Corporate governance:
- establishment of the management body
- implementation of legal compliance programs
The metrics collected by this KPIS pack are mapped annually in each investee company to determine their degree of contribution to the proposed targets within the SDGs.
Reporting
The Fund shall publish annual ESG performance reports, which include:
- Progress on environmental and social characteristics.
- Updated KPIs and their alignment with SDGs.
- Case studies showcasing successful ESG initiatives.
Further, the Fund will annually share ESG progress in the relevant portfolio reports to its investors.
6. CONTINUOUS IMPROVEMENT
The Fund is dedicated to maintaining a dynamic and evolving ESG policy that meets the highest standards.
To achieve this, the policy is regularly reviewed and updated to:
- Reflect changes in regulations and industry standards: ensure compliance with evolving legal requirements and alignment with best practices in the industry.
- Incorporate stakeholder feedback: adapt to the expectations and insights of investors, portfolio companies, and other stakeholders.
- Enhance the effectiveness of ESG integration: strengthen the implementation of ESG principles across the investment lifecycle.
7. TRANSPARENCY AND ACCOUNTABILITY
The Fund prioritizes transparency and accountability in all ESG-related matters. To foster trust and engagement with stakeholders, this policy is published and readily accessible on the Fund’s website.
Further, annual ESG performance reports, detailing progress, challenges, and key initiatives, are also made available online.
Finally, stakeholders are encouraged to provide feedback, which informs the ongoing development and refinement of the Fund’s ESG practices.
For more information, visit www.scipioholding.com.
SUSTAINABILITY RISK DISCLOSURE
1. Introduction and Definition
SCPO Capital Partners Coöperatief U.A. (“the Fund”) is an Article 8 financial product under 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””).
The Fund integrates sustainability risks into its investment strategy to align with its ESG objectives and promote sustainable development. 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 the investment.
The Fund’s ESG framework ensures that sustainability risks are evaluated, monitored, and mitigated throughout the investment lifecycle. This approach is rooted in the belief that addressing these risks is essential for long-term value creation and alignment with the Fund’s financial and ESG objectives.
2. Sustainability Risk Framework and Processes
The Fund adopts a structured approach to sustainability risk integration across all stages of the investment process:
Screening
Potential investments are evaluated against an exclusion list that prohibits involvement in activities such as environmental degradation, human rights violations, and unethical business practices. Investments must align with the Fund’s commitment to sustainability.
Due Diligence
The Fund conducts comprehensive ESG assessments during the due diligence phase. This process identifies key sustainability risks, including:
Environmental risks (e.g., energy use, biodiversity impacts)
Social risks (e.g., labor rights, diversity)
Governance risks (e.g., compliance, anti-corruption policies).
These findings inform investment decisions and are included in reports to the Investment Committee.
Monitoring during Investment period
Post-investment, the Fund collaborates with portfolio companies to implement ESG improvements. Key performance indicators (KPIs) are established to track progress in areas such as energy efficiency, gender equality, and governance practices. ESG action plans are reviewed annually to address ongoing and emerging sustainability risks.
Exit Strategy
The Fund ensures that portfolio companies are equipped to maintain ESG practices after exit. ESG performance and improvements are transparently communicated to potential buyers.
3. Governance and Accountability
The Fund assigns responsibility for sustainability risk oversight to a dedicated team member. Regular reviews of ESG policies and practices ensure that the Fund remains compliant with evolving regulations and industry standards.
4. Principal Sustainability Risk Categories
The Fund recognizes and addresses the following sustainability risk categories:
Environmental risks: Physical and transition risks, including those related to climate change and resource use.
Social risks: Impacts related to labor rights, workplace safety, and community relations.
Governance risks: Risks arising from inadequate compliance and oversight mechanisms.
5. Reporting and Transparency
The Fund commits to annual ESG reporting, including updates on sustainability risks and their mitigation. These reports highlight progress in achieving ESG objectives and alignment with the Sustainable Development Goals (SDGs).
REMUNERATION POLICY
1. Introduction
This policy reflects SCPO Capital Partners Coöperatief U.A. (the “Fund”) commitment to integrating sustainability risks into all business processes, including remuneration.
This remuneration policy aligns with 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””).
As an Article 8 financial product, the Fund ensures that its remuneration practices promote responsible behavior and prevent excessive risk-taking, particularly concerning environmental, social, and governance (ESG) risks.
2. Objectives
The remuneration policy aims to:
- Align incentives with the Fund's strategic goals and ESG objectives.
- Support long-term sustainability and value creation.
- Encourage adherence to ethical standards and responsible investment practices.
- Prevent conflicts of interest by ensuring transparent and fair compensation practices.
3. Membership Structure and Economic Alignment
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.
4. Alignment of Members' Economic Interests and Risk Management
The Fund’s structure ensures that members’ economic interests are directly aligned with the Fund’s overall performance and sustainability objectives. As members managing the Fund share the Fund's results, there is a built-in incentive to prioritize long-term value creation and responsible investment practices.
The Fund’s governance mechanisms incorporate ESG considerations to mitigate excessive risk-taking and to enhance the sustainability profile of the portfolio. Specific measures include:
Sustainability Risk Integration: Managing members are encouraged to prioritize investments that balance financial returns with the Fund’s ESG objectives, reducing potential adverse impacts on environmental, social, and governance factors.
Decision-Making Processes: Regular reviews ensure that sustainability risks are considered at every stage of the investment lifecycle, aligning partners' actions with the Fund's ESG goals.
5. Governance and Oversight
The Fund's Investment Committee oversees the implementation of this policy. ESG performance indicators are regularly monitored to ensure alignment with sustainability objectives. Annual reviews of the policy ensure compliance with regulatory updates and reflect evolving ESG standards.
6. Transparency
This remuneration policy and updates on its implementation are published on the Fund’s website, ensuring stakeholder accessibility and accountability.
PRINCIPAL ADVERSE IMPACTS (PAIS) 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.
Website Disclosure for SCPO Capital Partners Coöperatief U.A.
1. Summary
SCPO Capital Partners Coöperatief U.A. (“the Fund”) promotes environmental and social characteristics through its investments, focusing on digitalization, energy efficiency improvements, and fostering responsible social governance. While the Fund does not have a sustainable investment objective, it incorporates these characteristics to enhance its portfolio companies' social and environmental impacts.
The Fund's objective is to invest in the "Search Fund" model, which is focused on the search and acquisition of companies around the world that are solvent, but in need of improvement, in order to substantially increase the value of the company, thus generating attractive returns for investors.
2. No Sustainable Investment Objective
The Fund promotes environmental and social characteristics but does not aim for a sustainable investment objective. The Fund operates under a framework that encourages sustainability but does not have a formal mandate to reach specific sustainable targets.
3. Environmental or Social Characteristics of the Financial Product
The Fund’s environmental and social goals include:
- Digitalization of companies to improve operational efficiency.
- Advancements in energy-efficient technologies.
- Promoting responsible social governance in portfolio companies.
- Promoting the improvement of employees' competencies.
- Promoting the full and effective participation of women in the companies.
In alignment with these characteristics, the Fund actively engages in responsible management practices to improve governance and support sustainable growth.
4. Investment Strategy
The Fund’s strategy centers on acquiring companies with potential for growth through operational improvements.
The Fund utilizes initial screening and due diligence assessments to ensure alignment with its environmental, social, and governance (ESG) goals. The conclusions of the due diligence process, together with the agreed Action Plans, are taken into consideration by the members of the Investment Committee for the investment decision. Post-acquisition, the Action Plan is implemented to monitor and promote these objectives throughout the investment lifecycle.
5. Proportion of Investments
Between 50% to 70% of the Fund’s investments promote environmental or social characteristics in line with Article 8 of the SFDR, without having among their objectives to make sustainable investments.
6. Monitoring of Environmental or Social Characteristics
The Fund monitors its portfolio’s ESG metrics through established KPIs, assessing annual improvements across areas such as digital transformation, employee development, gender diversity, and corporate governance.
7. Methodologies
ESG due diligence questionnaires are utilized to evaluate potential investments on factors including business overview, governance, and social aspects. Post-investment, the Fund collaborates with investee companies to enhance their ESG outcomes.
8. Data Sources and Processing
Data for the Fund's ESG assessments is collected directly from portfolio company representatives. The information is evaluated to identify and manage sustainability risks.
9. Limitations to Methodologies and Data
While the Fund endeavors to collect accurate data, certain limitations may arise. The responsibility of filling in the DD questionnaire lies with the portfolio company, thus the Fund does not collect the data directly and this may cause some inaccuracies.
Further, limitations may arise when estimations are made. The use of estimations is potentially less reliable than observed data, so extra caution is taken to ensure that an accurate picture is portrayed.
10. Due Diligence
The Fund’s due diligence process includes ESG criteria, with potential investments screened for compliance with ESG objectives.
11. Engagement Policies
The Fund is committed to engaging with portfolio companies on ESG performance, aiming to mitigate adverse impacts and promote a sustainable investment strategy.
12. Designated Reference Benchmark
No specific index has been designated as a reference benchmark.
For more detailed information on the Fund’s sustainability practices, please visit www.scipioholding.com.
Pre-contractual Disclosure
Legal Information
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).
Environmental, Social, and Governance (ESG) Policy
1. INTRODUCTION
SCPO CAPITAL PARTNERS COÖPERATIEF U.A. (the “Fund”) is a cooperative with excluded liability for its members (coöperatie met uitgesloten aansprakelijkheid voor leden) incorporated and existing under the laws of the Netherlands, having its corporate seat in Rotterdam, the Netherlands and its office address at Posthoornstraat 11, 3011WD Rotterdam, the Netherlands, registered with the Trade Register under number 92410669.
The Fund’s investment policy consists in the "Search Fund" model, which consists in investing in legal entities used by entrepreneurs to obtain financing for the purpose of searching, acquiring, and managing an existing privately-held company. Once the Search Fund has found a suitable target, the Fund has the possibility to invest in it, becoming such company a Portfolio Company.
The Fund is dedicated to promoting sustainable development and integrating environmental, social, and governance (ESG) principles into its investment strategy. As an Article 8 financial product under the 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””). The Fund seeks to balance financial returns with meaningful contributions to sustainability.
This policy formalizes our ESG approach to support these goals.
The Fund, through its investments, aims to achieve long-term capital appreciation by investing in SMEs globally. These SMEs will typically but not exclusively have a history of growth, profitability and positive cash flow generation and face succession issues. The Fund promotes the digitalization of such Portfolio Companies and the improvement of energy efficiency as part of its investment strategy, as well as the improvement of socially responsible management and good governance of its investee companies.
These improvements include reducing the environmental impact of mainly older companies, implementing digitalization systems, and incorporating new, more efficient energy technologies.
2. ESG OBJECTIVES AND SUSTAINABLE DEVELOPMENT GOALS (SDGS)
ESG Objectives
Our main objective is to generate an attractive return for our investors, while also creating value for the businesses in which we invest and society at large. We believe that integrating ESG principles into our operations is vital to the stability of our own business, a resilient financial system and long-term value creation.
The Fund’s ESG objectives include:
Environmental: Promote digital transformation and energy-efficient technologies to reduce the environmental footprint of portfolio companies.
Social: Enhance responsible social governance and promote workplace diversity, equity, and inclusion, health, safety and well-being of all employees.
Governance: Foster transparency, ethical practices, and robust governance structures in Portfolio companies so managers establish good governance processes and practices in their businesses.
Sustainable Development Goals (SDGs)
The Fund contributes to achieving the following Sustainable Development Goals (SDGs):
SDG 4: Quality education
The Fund will support the Search Funds with the inclusion of internship programs and employee promotions in the investee companies, thus promoting the improvement of employees' competencies and avoiding their stagnation within the organization (goal 4.4).
SDG 5: Gender equality
The Fund will promote the full and effective participation of women in the companies it invests in, fostering their leadership opportunities in governing bodies and management positions (goal 5.5).
SDG 8: Decent work and economic growth
The Fund shall assist the managers of the companies in which it invests, to achieve sustained, inclusive and sustainable economic growth, as well as full and productive employment (target 8.5).
SDG 9: Industry, innovation and infrastructure
The Fund will encourage the modernization and conversion of the industrial enterprises it acquires to make them sustainable, use their resources more efficiently, and promote the adoption of clean and environmentally sound technologies and industrial processes (target 9.4).
The Fund will promote technological improvement, encouraging innovation in the companies it acquires (goal 9.5).
SDG 16: Peace, justice and strong institutions
The Fund will be part of some boards of directors where it will contribute to the implementation of good corporate governance practices in its investee companies (goal 16.6).
The Fund shall contribute to the implementation of criminal compliance programs in investee companies that contribute to the fight against corruption and bribery in all its forms (target 16.5).
3. SCOPE OF THE POLICY
This ESG policy applies to all investment activities undertaken by the Fund, including ESG interest in all our decision-making process:
Pre-Investment Screening and Due Diligence: Evaluating potential investments based on ESG criteria.
Portfolio Management: Supporting investee companies in implementing ESG improvements and establishing key performance indicators that will be monitored throughout the period that a company is in our portfolio.
Exit Strategies: Ensuring sustainability practices are maintained post-exit.
Adhering to SFDR guidelines, the Fund shall publish the appropriate disclosures on our website, namely entity-level considerations on sustainability-related risks, consistency of our remuneration policy with sustainability-related risks, and entity-level considerations on principle adverse impacts (PAIs). Additionally, the Fund will annually share ESG progress reports on fund- and company-level.
4. ESG INTEGRATION INTO THE INVESTMENT PROCESS
The structural implementation of ESG-related considerations into the investment strategy is ensured through its integration in all five stages of the investment process
Screening
Potential investments are screened against an exclusion list, which prohibits activities involving:
- Weapons
- Tobacco
- Gambling
- Extraction Industries with Poor Environmental Records
- Industries with Records of Violation of Human Rights
- Environmental Degradation
- Unethical Business Practices.
Investments must align with the Fund’s commitment to sustainability and ethical practices.
Due Diligence
ESG assessments are conducted during due diligence to evaluate:
- Environmental risks (e.g., carbon emissions, energy use, biodiversity impacts).
- Social factors (e.g., labor rights, workplace safety, community engagement).
- Governance practices (e.g., board composition, anti-corruption policies, compliance).
The company's main ESG risks and opportunities are defined and the capacity of the management team to deal with the latter is assessed.
All these issues are included in the reports to the Fund's Investment Committee.
Investment Decision
Investment decisions incorporate ESG findings and require approval by the Investment Committee.
Portfolio Management
After acquisition, the Fund works closely with portfolio companies to improve the ESG objectives, which are monitored and followed up with the management team of the portfolio company.
A person responsible is appointed within the Fund's team
Measurable ESG goals are established
Progress is tracked using key performance indicators (KPIs).
Continuous improvement is promoted through regular monitoring and engagement.
Exit Strategy
At the time of exit, the Fund ensures that companies can maintain ESG practices independently.
ESG performance and improvements will be disclosed to potential buyers as part of the sale process.
5. MONITORING, REPORTING AND KPIS
Monitoring ESG Performance
The Fund monitors ESG performance through:
- Annual reviews of ESG action plans and progress toward established KPIs.
- Regular reporting from portfolio companies on ESG-related metrics.
Key Performance Indicators (KPIs)
To evaluate, measure and monitor the improvement in the evolution of responsible management in the investee companies, a set of indicators or KPIS is used on an annual basis, which have been selected from among the regulations and best practices (Disclosure Regulation, Invest in Europe, Sustainable Development Goals, PRI). These indicators are used to monitor the improvement of the responsible management of the investee companies.
1. Industry and innovation:
- systems put in place for the digitalization of the company
- efficiency certifications obtained
2. People management:
- job creation
- internal staff promotions
- implementation of equality plans
- training programs and hours dedicated to training
3. Diversity:
- number of women in the companies
- number of women in management positions
- number of women in the management body
4. Corporate governance:
- establishment of the management body
- implementation of legal compliance programs
The metrics collected by this KPIS pack are mapped annually in each investee company to determine their degree of contribution to the proposed targets within the SDGs.
Reporting
The Fund shall publish annual ESG performance reports, which include:
- Progress on environmental and social characteristics.
- Updated KPIs and their alignment with SDGs.
- Case studies showcasing successful ESG initiatives.
Further, the Fund will annually share ESG progress in the relevant portfolio reports to its investors.
6. CONTINUOUS IMPROVEMENT
The Fund is dedicated to maintaining a dynamic and evolving ESG policy that meets the highest standards.
To achieve this, the policy is regularly reviewed and updated to:
- Reflect changes in regulations and industry standards: ensure compliance with evolving legal requirements and alignment with best practices in the industry.
- Incorporate stakeholder feedback: adapt to the expectations and insights of investors, portfolio companies, and other stakeholders.
- Enhance the effectiveness of ESG integration: strengthen the implementation of ESG principles across the investment lifecycle.
7. TRANSPARENCY AND ACCOUNTABILITY
The Fund prioritizes transparency and accountability in all ESG-related matters. To foster trust and engagement with stakeholders, this policy is published and readily accessible on the Fund’s website.
Further, annual ESG performance reports, detailing progress, challenges, and key initiatives, are also made available online.
Finally, stakeholders are encouraged to provide feedback, which informs the ongoing development and refinement of the Fund’s ESG practices.
For more information, visit www.scipioholding.com.
SUSTAINABILITY RISK DISCLOSURE
1. Introduction and Definition
SCPO Capital Partners Coöperatief U.A. (“the Fund”) is an Article 8 financial product under 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””).
The Fund integrates sustainability risks into its investment strategy to align with its ESG objectives and promote sustainable development. 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 the investment.
The Fund’s ESG framework ensures that sustainability risks are evaluated, monitored, and mitigated throughout the investment lifecycle. This approach is rooted in the belief that addressing these risks is essential for long-term value creation and alignment with the Fund’s financial and ESG objectives.
2. Sustainability Risk Framework and Processes
The Fund adopts a structured approach to sustainability risk integration across all stages of the investment process:
Screening
Potential investments are evaluated against an exclusion list that prohibits involvement in activities such as environmental degradation, human rights violations, and unethical business practices. Investments must align with the Fund’s commitment to sustainability.
Due Diligence
The Fund conducts comprehensive ESG assessments during the due diligence phase. This process identifies key sustainability risks, including:
Environmental risks (e.g., energy use, biodiversity impacts)
Social risks (e.g., labor rights, diversity)
Governance risks (e.g., compliance, anti-corruption policies).
These findings inform investment decisions and are included in reports to the Investment Committee.
Monitoring during Investment period
Post-investment, the Fund collaborates with portfolio companies to implement ESG improvements. Key performance indicators (KPIs) are established to track progress in areas such as energy efficiency, gender equality, and governance practices. ESG action plans are reviewed annually to address ongoing and emerging sustainability risks.
Exit Strategy
The Fund ensures that portfolio companies are equipped to maintain ESG practices after exit. ESG performance and improvements are transparently communicated to potential buyers.
3. Governance and Accountability
The Fund assigns responsibility for sustainability risk oversight to a dedicated team member. Regular reviews of ESG policies and practices ensure that the Fund remains compliant with evolving regulations and industry standards.
4. Principal Sustainability Risk Categories
The Fund recognizes and addresses the following sustainability risk categories:
Environmental risks: Physical and transition risks, including those related to climate change and resource use.
Social risks: Impacts related to labor rights, workplace safety, and community relations.
Governance risks: Risks arising from inadequate compliance and oversight mechanisms.
5. Reporting and Transparency
The Fund commits to annual ESG reporting, including updates on sustainability risks and their mitigation. These reports highlight progress in achieving ESG objectives and alignment with the Sustainable Development Goals (SDGs).
REMUNERATION POLICY
1. Introduction
This policy reflects SCPO Capital Partners Coöperatief U.A. (the “Fund”) commitment to integrating sustainability risks into all business processes, including remuneration.
This remuneration policy aligns with 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””).
As an Article 8 financial product, the Fund ensures that its remuneration practices promote responsible behavior and prevent excessive risk-taking, particularly concerning environmental, social, and governance (ESG) risks.
2. Objectives
The remuneration policy aims to:
- Align incentives with the Fund's strategic goals and ESG objectives.
- Support long-term sustainability and value creation.
- Encourage adherence to ethical standards and responsible investment practices.
- Prevent conflicts of interest by ensuring transparent and fair compensation practices.
3. Membership Structure and Economic Alignment
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.
4. Alignment of Members' Economic Interests and Risk Management
The Fund’s structure ensures that members’ economic interests are directly aligned with the Fund’s overall performance and sustainability objectives. As members managing the Fund share the Fund's results, there is a built-in incentive to prioritize long-term value creation and responsible investment practices.
The Fund’s governance mechanisms incorporate ESG considerations to mitigate excessive risk-taking and to enhance the sustainability profile of the portfolio. Specific measures include:
Sustainability Risk Integration: Managing members are encouraged to prioritize investments that balance financial returns with the Fund’s ESG objectives, reducing potential adverse impacts on environmental, social, and governance factors.
Decision-Making Processes: Regular reviews ensure that sustainability risks are considered at every stage of the investment lifecycle, aligning partners' actions with the Fund's ESG goals.
5. Governance and Oversight
The Fund's Investment Committee oversees the implementation of this policy. ESG performance indicators are regularly monitored to ensure alignment with sustainability objectives. Annual reviews of the policy ensure compliance with regulatory updates and reflect evolving ESG standards.
6. Transparency
This remuneration policy and updates on its implementation are published on the Fund’s website, ensuring stakeholder accessibility and accountability.
PRINCIPAL ADVERSE IMPACTS (PAIS) 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.
Website Disclosure for SCPO Capital Partners Coöperatief U.A.
1. Summary
SCPO Capital Partners Coöperatief U.A. (“the Fund”) promotes environmental and social characteristics through its investments, focusing on digitalization, energy efficiency improvements, and fostering responsible social governance. While the Fund does not have a sustainable investment objective, it incorporates these characteristics to enhance its portfolio companies' social and environmental impacts.
The Fund's objective is to invest in the "Search Fund" model, which is focused on the search and acquisition of companies around the world that are solvent, but in need of improvement, in order to substantially increase the value of the company, thus generating attractive returns for investors.
2. No Sustainable Investment Objective
The Fund promotes environmental and social characteristics but does not aim for a sustainable investment objective. The Fund operates under a framework that encourages sustainability but does not have a formal mandate to reach specific sustainable targets.
3. Environmental or Social Characteristics of the Financial Product
The Fund’s environmental and social goals include:
- Digitalization of companies to improve operational efficiency.
- Advancements in energy-efficient technologies.
- Promoting responsible social governance in portfolio companies.
- Promoting the improvement of employees' competencies.
- Promoting the full and effective participation of women in the companies.
In alignment with these characteristics, the Fund actively engages in responsible management practices to improve governance and support sustainable growth.
4. Investment Strategy
The Fund’s strategy centers on acquiring companies with potential for growth through operational improvements.
The Fund utilizes initial screening and due diligence assessments to ensure alignment with its environmental, social, and governance (ESG) goals. The conclusions of the due diligence process, together with the agreed Action Plans, are taken into consideration by the members of the Investment Committee for the investment decision. Post-acquisition, the Action Plan is implemented to monitor and promote these objectives throughout the investment lifecycle.
5. Proportion of Investments
Between 50% to 70% of the Fund’s investments promote environmental or social characteristics in line with Article 8 of the SFDR, without having among their objectives to make sustainable investments.
6. Monitoring of Environmental or Social Characteristics
The Fund monitors its portfolio’s ESG metrics through established KPIs, assessing annual improvements across areas such as digital transformation, employee development, gender diversity, and corporate governance.
7. Methodologies
ESG due diligence questionnaires are utilized to evaluate potential investments on factors including business overview, governance, and social aspects. Post-investment, the Fund collaborates with investee companies to enhance their ESG outcomes.
8. Data Sources and Processing
Data for the Fund's ESG assessments is collected directly from portfolio company representatives. The information is evaluated to identify and manage sustainability risks.
9. Limitations to Methodologies and Data
While the Fund endeavors to collect accurate data, certain limitations may arise. The responsibility of filling in the DD questionnaire lies with the portfolio company, thus the Fund does not collect the data directly and this may cause some inaccuracies.
Further, limitations may arise when estimations are made. The use of estimations is potentially less reliable than observed data, so extra caution is taken to ensure that an accurate picture is portrayed.
10. Due Diligence
The Fund’s due diligence process includes ESG criteria, with potential investments screened for compliance with ESG objectives.
11. Engagement Policies
The Fund is committed to engaging with portfolio companies on ESG performance, aiming to mitigate adverse impacts and promote a sustainable investment strategy.
12. Designated Reference Benchmark
No specific index has been designated as a reference benchmark.
For more detailed information on the Fund’s sustainability practices, please visit www.scipioholding.com.