Home / OFFERING MEMORANDUM / SUPPLEMENTS / [03] SUPPLEMENT

SUPPLEMENT 3

[INITIAL DATE]

[LAST DATE]

relating to the offer of Units in the

relating to the offer of Units in the

an Investment Compartment of CYGNATOR FUND RAIF V.C.I.C. LTD

(hereinafter referred to as the “Fund or Company”)

Important Notice: This Supplement should be read in the context of and in conjunction with the latest version of the Offering Memorandum of the Company. To the extent of any inconsistency between the terms of this Supplement and the Offering Memorandum, this Supplement shall prevail with respect to the Investment Compartment. The Company has also published a Key Information Document (the “KID”) in respect of the Investment Compartment. If you are in any doubt as to the contents of this Supplement you should consult your advisors.

Name

COMPARTMENT 2020B2

Administrator

Pricewaterhousecoopers Fund Services Limited

Themistokli Dervi 3,

JuliaHouse,

 1066 Nicosia, Cyprus

Consultant

NVITRA CAPITAL MARKETS LLC, 3 Allied Drive, Suite 303, Dedham MA 02026 USA.

NVITRA stands for: Non-linear Ventures in Infrastructure, Technology & Risk Analysis. NVITRA specializes in projects requiring an “outside the box” approach to problem solving in order to attract foreign direct investment. Examples include repurposing:

1. Real estate from residential to commercial.

2. Infrastructure from public access to toll-based.

3. Technology from standalone to distributive.

NVITRA identifies opportunistic projects as having:

a) Short-term financial distress; and

b) Long-term disruptive potential; and

c) Systemic informational asymmetry.

NVITRA was incorporated in 2012 in New York, USA, with offices in Boston and Nicosia, Cyprus. As of 2014 it works exclusively on projects in the Republic of Cyprus.

Facilitator

NVITRA CAPITAL MARKETS LLC, 3 Allied Drive, Suite 303, Dedham MA 02026 USA.

Investment Objective

The objective of the Investment Compartment is to provide long term capital growth primarily by investing in  real estate projects in Nicosia, Cyprus. 

There is no guarantee that the investment objective of the Investment Compartment will be achieved and investment results may vary substantially over time.

Investment Policy

The Investment Compartment will seek to achieve its Investment Objective by investing in real estate projects in Nicosia, Cyprus.

The Investment will focus on investing in commercial real estate, including infrastructural, office, retail, industrial assets and residential assets. 

In particular, these assets include companies whose business involves the acquisition, development and use of land and buildings, or companies that own land and buildings in order to generate income. Also included real estate management companies and other indirect forms of investment in real estate that are possible.

In addition to the investments referred to above, the Investment Compartment may also hold cash and may temporarily invest such cash, in cash equivalents, money market instruments, government securities, and other securities, if, in the opinion of the Manager, the prevailing market and economic conditions justifies their undertaking.

The Investment’s Compartment investments are made across different levels of the capital structure of investee entities. There are no restrictions on the type or form of investments or securities which the Investment Compartment may hold. The Investment Compartment may make its investments in primary or secondary markets and either directly or indirectly through intermediary holding vehicles or collective investment vehicles (including private funds, fund of funds, co-investment funds, income-oriented funds and other funds).

Also, the Investment Compartment may invest in any other Investment Compartment of the Fund.

The Manager may change the Investment Policy of the Investment Compartment subject to a decision by the Board of Directors. Any changes in the Investment Policy of any Investment Compartment require the prior approval of CySEC.

In the case of such an event, the Investors will be notified once the change in the Investment Policy becomes effective.

Investment Process

As provided in the Offering Memorandum

Special Investment Restrictions

When the Investment Compartment invest in any other Investment Compartment of the Fund (the ‘target-compartment’), the following conditions are met in a cumulative manner:

1. The Investment Compartment shall totally invest up to 35% of its assets in the target-compartment; 

2. The target-compartment shall not acquire Investor Units of the Investment Compartment;

3. The value of the Investor Units that correspond to the investments in accordance with point (a) shall not be calculated twice in the calculation of the capital of the Fund;

4. The voting rights, if any, attached to the Investor Units which correspond to the investment of the Investment Compartment in the target compartment shall be suspended for as long as they are held by the Investment Compartment;

Investment Restrictions

As provided in the Offering Memorandum

Target Market

Cyprus;

Investment Committee

The Investment Committee will consist of the following individuals: 

• Theano Kalavana, Chairwoman

The value added by Dr. Kalavana falls under (a) her public policy positions regarding the need for transparency and equity in decision making within the public policy establishment as well as (b) her technical expertise in goal setting and self-regulation.

Dr. Kalavana is a graduate of the University of Athens (Class of 1998) with an undergraduate degree in Psychology. She was awarded a Masters Degree from the University of Surrey (Class of 1999) in the field of Health Psychology. Thereafter she was also awarded a PhD Degree from the University of Cyprus (Class of 2007) in the field of Psychology. Dr. Kalavana has successfully completed post-doctoral work at such prestigious academic centers such as Carnegie Mellon University and Northwestern University. She currently works as a consultant training executive members of multinational corporations in leadership and communication skills. Click here for the full bio.

Members:

• Michael Sarris

The value added by Mr. Sarris falls under (a) his capacity as an Economist for the World Bank (1975-2005) where in the final years of his tenure there he held the position of Department Director in the field of economic policy advice and project finance and (b) his capacity as the former Minister of Finance of the Republic of Cyprus (2005-2008) as well as his appointment as the Chairman of the Board of Directors of the Cyprus Popular Bank (2012).

Mr. Sarris is a graduate of the London School of Economics (class of 1967) with a BSc Degree in Economics. Thereafter he was awarded a Masters Degree in Economics (class of 1969) and he was also awarded a PhD from the same university (class of 1972) with a thesis in Macroeconomics. Click here for the full bio.

• Petros Zographos

The value added by Mr. Zographos falls under (a) his capacity as a ProjectManager on such mega-projects as the Formula 1 racetrack (circa 2008, valued at €1.5bln) as well as (b) his involvement as a Cost Control Engineer on such highly visible projects as the Limassol Casino (ongoing) and the Limassol Marina (circa 2012), the renovation of the International Airports of Larnaca and Paphos (circa 2011), as well as several renovation projects under the auspices of UNOPS within the walled city of Famagusta.

Mr. Zographos is a graduate of the North West London University College (class of 1979) with a BSc Degree in Quantity Surveying. He was certified as a Chartered Surveyor by RICS (circa 1980) as well as being certified as a qualified arbitrator by the Chartered Institute of Arbitrators (circa 1982). Mr. Zographos is a card-carrying member of the Cyprus Scientificand Technical Chamber as Quantity Surveyor, Project Manager & Arbitrator. Click here for the full bio.

• Chryssis Petousis

The value added by Mr. Petousis falls under (a) his capacity as a Civil Engineer and Project Manager on the Southern Conveyor Project which transferred water from Kouris to Achna dam (circa 1985) as well as his involvement as Project Manager on the Limassol-Paphos highway project (circa 1995) and (b) his involvement as a Chief Executive Officer of Cybarco Ltd. on the €1bln project at the New Doha International Airport (Qatar) which involved a joint venture.

Mr. Petousis is a graduate of the University College of London (Class of 1977) with a BSc (Honours) degree in Civil Engineering. Thereafter he was certified as a Chartered Engineer by the Institute of Civil Engineers (circa 1985) in the field of Civil Engineering. Mr. Petousis is current and card-carrying member of the Cyprus Scientific and Technical Chamber (ETEK) as a Civil Engineer. Click here for the full bio.

• Marios Maratheftis

The value added by Mr. Maratheftis falls under (a) his capacity as an International economist with years of experience serving as a Chief Economist for Standard Chartered Bank and (b) his involvement in the Leadership Team of the same bank from 2012 to 2017 inclusive.

Mr. Maratheftis is a graduate of the University of Warwick (Class of 2000) with an undergraduate degree in Economics. Thereafter he was awarded a Masters Degree from the University of Warwick (Class of 2001) in the field of Economics and Finance. Click here for the full bio.

• Stephane Fissentzides

The value added by Mr. Fissentzides falls under (a) his capacity as the runner-up for the 2018-2019 Athens Anaplassis Competition for his work on the revitalization of the “Historical Triangle” of Athens (Keramikos, Omonoia and Syntagma) as well as (b) being the first place finisher in the European Property Development Awards Competition for 2019-2020 held in London UK for his work on the “Salt Lake City” mixed use development project of Quality Group. 

Mr. Fissentzides is an expert on addressing the urban, architectural and socioeconomic approaches to sustainable change. Mr. Fissentzides is a graduate of the School of Architecture and Fine Arts of E.A.P.V.S. / E.N.S.B.A. in Saint Germain, Paris, France (Class of 2005) having been awarded his DPLG (equivalent to a Bachelor Degree) in Architecture. Mr. Fissentzides is a card-carrying member of the Cyprus Scientific and Technical Chamber as an Architect Engineer. Click here for the full bio.

• Panos Marcoullis 

The value added by Mr. Marcoullis falls under (a) his capacity as a project manager to organize the work effort that needs to be delivered to GMM Global Money Managers AIFM, Ltd. as well as (b) his technical expertise in construction and strike price matters.

Mr. Marcoullis is a graduate of the University of Michigan (Class of 2001) with an undergraduate degree in Political Science and Economics. He was awarded a Masters Degree from George Washington University (Class of 2005) in the field of Project Management. Thereafter he was also awarded a Masters Degree from George Washington University (Class of 2006) in the field of Information Technology. He has lived and worked in the Republic of Cyprus since 2007, working as a project management consultant. Click here for the full bio.

Leverage

The Investment Compartment is not expected to employ any leverage;

Risk Profile

The risks associated with the investment in the Investment Compartment are high and no capital preservation strategies will be implemented;

Special Risk

As provided in the Offering Memorandum

Conflicts of Interest

Potential Conflicts

For the sake of transparency, it is disclosed that the member of the Investment Committee Mr. Panos Marcoullis is the director of the Consultant and Facilitator.

Actions Against Conflicts

The Manager is committed to conducting business in a manner that ensures the Investment Compartment’s and its associates’ business judgment and decision making is not influenced by undue personal interests. On the contrary, when the Investment Compartment or its SPVs conduct business with the Facilitator and the Consultant or any other company where there is an established conflict of interest, the servicing company has to demonstrate that the services it provides are at least in line with the market average. 

Reference Currency

Euro

Target Capital Raising

Euro 150,000,000;

Minimum Capital Raising Amount

Euro 2,000,000;

Investors Profile

• • Professional

• • Well Informed

Investor Country of Domicile

Worldwide;

Restricted Persons

None

Initial Offering Period

Upon licensing of the Investment Compartment and the following 365 (three hundred sixty five) calendar days;

Initial Subscription Date

Upon licensing of the Investment Compartment;

Initial Subscription Price

Euro 1,000

Minimum Subscription Amount

Euro 200,000

Minimum Additional Subscription Amount

Euro 20,000

Cut-Off Date for Subscription

10 Business Days prior to Valuation Day;

Subscription Day

The day following the Valuation Day and/or such other Business Day as the Manager may from time to time determine;

Frequency of Investor Subscriptions

Annually and on any other date the Manager may determine at its own discretion, performing also calculation of NAV;

Lock-Up Period

5 years. The Lock-Up Period may be extended by the Manager at its discretion for up to two additional anniversaries with an option to extend for one year and then a year further for a maximum of a total of seven years;

Frequency of NAV Calculation

Annually;

Dividend Policy

At the discretion of the Board of Directors after the proposal by the Manager;

Redemption Day

The day following the Valuation Day and/or such other business day the Manager may determine from time to time;

Cut-Off Date for Redemption

10 Business Days prior to Valuation Day;

Frequency of Investor Redemption

Annually after the end of the Lock-Up period  and on any other date the Manager may determine at its own discretion, performing also calculation of NAV; 

Management Fee

Annual fee of 0.95% of the NAV;

Performance Fee

20% of the positive return generated by the Investment Compartment per annum;

Depositary Fee

0,07% of the NAV with a minimum annual fee of EUR5.000 

Administrator Fee

Annual administration fee of 0.06% of the NAV with a minimum fee of EUR10.000;

Subscription Fee

3% on the Subscription Amount at the discretion of the Manager;

Redemption Fee

0-5% on the Redemption Amount at the discretion of the Manager;

Investment Committee Fee

Annual Investment Committee Fee of up to 0.05% of the NAV at the discretion of the Manager;

Consultancy Fee

Once off Consultancy Fee of 6.9% on the Total Subscription Amounts payable at the time of each subscription; 

Facilitation Fee

Once off fee of 0.10% of each subscription amount pursuant to the Facilitation Agreement;