Company’s investment policy with effect from 01/01/2023

Internal regulation for the management of new acquisitions aimed at a total or partial recapitalisation of Company Trading & Investments Ltd.

The aim of this policy is to determine precise and clear rules for the company’s investment processes.
Any investment is, in fact, equivalent to a “drainage” of Company Trading & Investments’ finances, in exchange of a tangible or intangible asset, which will – perhaps – bring future benefits, though its remuneration – even with it being in line with its specific marketplace (be it real estate market, stock market, bond market, etc…) – will not stop a rapid flow of financial resources, not to be compensated by that very remuneration.

This will generate a financing gap, which will have to be filled with new financial resources.
As you know, banks hold still their primate as the main – if not the only – sources of financial supply, when investing in assets.

As per the majority of the shareholders’ agreement, Company Trading & Investments Ltd. is not willing to resort to them, considering their little flexibility to adapt to changing market conditions, with assets becoming more and more volatile, both in their value and their remunerations (due to pandemics, wars, climate change, etc…); the company is not willing to resort to suppliers’ credit either, for they all get punctually paid at the end of the payment term, exactly like tax debts are. Thus, capital increase – the aspect which has turned to be our main road – is the only valid option, if we are to obtain and maintain our company’s growth and stability, given that self-financing needs time to mature and its remuneration does not suffice to secure the rapid growth we set to reach over the course of the next five years.

If decision was made to acquire a business, the selling part will receive money as consideration, but it will consequently have to participate and sign, in whole or in part, to Company Trading & Investments Ltd.’s capital increase, notwithstanding the adequacy of the acquisition price. The same applies to real estate or any other tangible or intangible asset, in the wake of a trusted technician’s evaluation.

It is mandatory to only acquire a property or a company’s right of usufruct, but it is possible to join in a club deal with other Subjects when fully acquiring a tangible asset, bearing in mind the autonomy and the distinction between the signatories.

Furthermore, all the payments will have to be made by a notary or by another dedicated figure, in order to fulfil the anti-money laundering standard and to guarantee the Contracting Parties a traceable compensation and the price agreed.

It is forbidden to pay with or to receive cash money for any transaction, as well as compensating dr/cr entries also towards the same Subject (in that case, cross-transfers will be made, with their specific reasons and preferably made by a notary).

When a contractor is over 50 years old, or if doubts arise from their manner of speaking during the negotiation, a public health certificate attesting the full possession of their faculties – released by a doctor working in a public facility – will be required.
Any Subject interfacing with Company Trading & Investments Ltd. must have adequate legal competence or, if lacking any, they will have to be assisted by a trusted professional with legal competence.

In case the Subject of the negotiation speaks a different language from the one used to draw up documents and contracts, the latter will also have to be translated to the mother tongue of the Subject purchaser or seller.

Company Trading & Investments Ltd. is sensible and attentive to the following values:

Company Trading & Investments Ltd. invests in companies that follow, optimize and strive to keep these values high.

It is also preferable – not only for conflict of interest – that acquisitions outside the UK are legally represented by a different figure from the director in charge, who will release to that end the dedicated notarial apostilled power of attorney.

 

London, 12/28/2022

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