voor de uitgifte van Incofin-aandelen - FSMA

Guarantees and other provisions
Incofin will use its best efforts to obtain guarantees when making investments. However, as it is hardly
possible to provide loans against collateral or to obtain guarantees when making equity investments in the
chosen investment segments, in practice, investment risks will be minimised primarily through a prudent
selection of suitable counterparts, based on the understanding of their business model.
Incofin however reserves the right to require additional collateral for certain investments.
As the target market inherently bears considerable political risks, Incofin may choose to obtain insurance
for certain investments against political and/or transfer risk. In such case the cost of insuring will – to the
largest possible extent - be charged to the investee.
Equity-specific characteristics
Equity investments will either be structured in preferred stock generating a steady return, or taken in very
performing MFIs or SME-Funds providing strong perspectives to generate an upside.
It is Incofin’s explicit intention to provide to the investee stable shareholdership and governance over
a 5 to ten year frame. Incofin therefore intends to be a significant minority shareholder in each equity
investment, holding not less than 5% of the investee entity’s equity. Incofin endeavours to have appropriate
minority shareholder rights, typically including the right to approve significant corporate actions.
Incofin strives to play an active role in the governance of investee companies, and will use its best efforts
to obtain board representation, especially if its investment represents a significant part of the capital of
the portfolio company. Furthermore, cooperation will be sought with other shareholders, by means of
shareholder agreements or other.
Incofin will make sure that all equity-investment agreements contain all terms and conditions necessary to
adequately protect its interests. These terms will be construed in accordance with applicable law and may
include a.o.
· put & call options;
· rights of first refusal;
· tag-along rights;
· veto rights;
· anti-dilution provisions.
Geographical scope
Incofin is investing principally in:
· Latin America;
· Sub Saharan Africa.
Within these regions, Incofin works primarily in the following clusters:
· Andean countries;
· Central America;
· Eastern Africa.
59 Prospectus voor de uitgifte van Incofin-aandelen