300+ +attachment+2+ +leo+capital+growth+shareholder+information+memorandum tcm88 236755

7/30/2019 300+ +Attachment+2+ +Leo+Capital+Growth+Shareholder+Information+Memorandum Tcm88 236755

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SHAREHOLDER INFORMATION MEMORANDUM

LEO CAPITAL GROWTH SPC PLC

(an umbrella investment company with variable capital and with segregated liability between sub-funds withone closed-ended sub-fund incorporated with limited liability in Ireland under the Companies Acts 1963 to2009 with registration number [ ] authorised by the Central Bank of Ireland pursuant to Part XIII of the

Companies Act 1990.)

[ ], 2011

This Shareholder information document does not relate to an offer of Shares in Leo Capital Growth SPC Plc. Thedistribution of this Shareholder Information Memorandum may be restricted in certain jurisdictions. No personsreceiving a copy of this Shareholder Information Memorandum in any such jurisdiction may treat this ShareholderInformation Memorandum as constituting an invitation to them to subscribe for Participating Shares.

Copy Number

Q:\Commer\Prospectus2\L\Leo Capital Growth PLC\Leo Capital Growth PLC.redom.d15.doc


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Segregated Portfolio, or the Shares described in this Memorandum have been or will be registered under thesecurities laws of any jurisdiction. The direct or indirect ownership of Shares by U.S. Persons is prohibited.

Closed Ended Segregated Portfolio

PS Segregated Portfolio is structured as a closed-ended Segregated Portfolio. During the Term ofPS SegregatedPortfolio, (as defined herein), Shareholders shall not be entitled to request the redemption of their Shares.

Redemptions by the Directors

Notwithstanding that Shareholders may not request the redemption of their Shares for as long as the PSSegregated Portfolio remains closed-ended, the Directors may in certain circumstances as outlined belowunder Redemptions, Compulsory Redemptions redeem or repurchase Shares or any Class thereof duringthe life of the PS Segregated Portfolio.

Restrictions on Distribution

This Memorandum does not constitute an offer or solicitation to any person in any jurisdiction . ThisMemorandum is confidential and is intended solely for the use by the intended recipient. This Memorandumcannot be reproduced or distributed to any other persons.

This Memorandum has been prepared solely for the information of the person to whom it has been deliveredby or on behalf of the Fund, and should not be reproduced or used for any other purpose. The distribution ofthis Memorandum may be restricted in certain other jurisdictions. It is the responsibility of any person orpersons in possession of this Memorandum to inform themselves of, and to observe, all applicable laws andregulations of any relevant jurisdiction.

Shareholders should read this Memorandum in its entirety and should pay particular attention to theinformation in Risk Factors. Investment in the PS Segregated Portfolio is suitable only for sophisticatedinvestors who have the financial ability and willingness to accept the high risks inherent in an investment inthe PS Segregated Portfolio. No assurance can be given that the PS Segregated Portfolios investmentobjectives will be achieved or that investors will receive a return of their capital.

Risk Factors

PS Segregated Portfolio carries substantial and above average risk, and is suitable only for investorswho are in a position to take such risk. The value of Shares can go down as well as up. There is not andwill not be any active trading in the Shares. There can be no assurance that the investment objective ofthe PS Segregated Portfolio will be achieved, and investment results may vary substantially over time.

Investment in the PS Segregated Portfolio is not intended to be a complete investment programme forany investor.


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TABLE OF CONTENTS

SUMMARY .................................................................................................................................................................. 5

RISK FACTORS ........................................................................................................................................................... 9IMPORTANT INFORMATION ................................................................................................................................. 15DIRECTORY .............................................................................................................................................................. 17POTENTIAL CONFLICTS OF INTEREST ............................................................................................................... 18THE COMPANY ........................................................................................................................................................ 20INVESTMENT OBJECTIVE AND POLICY............................................................................................................. 22CAPITALIZATION .................................................................................................................................................... 25MANAGEMENT, ADMINISTRATION AND PRIME BROKERAGE .................................................................... 26SUBSCRIPTION FOR PARTICIPATING SHARES ................................................................................................. 44REDEMPTION OF SHARES ..................................................................................................................................... 47CALCULATION OF NET ASSET VALUE .............................................................................................................. 50TRANSFER RESTRICTIONS .................................................................................................................................... 53TAXATION ................................................................................................................................................................ 54

ADDITIONAL INFORMATION................................................................................................................................ 63GLOSSARY OF TERMS ............................................................................................................................................ 65


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resolution will be put to all holders of Participating Shares in the PS Segregated Portfolio to continue theexistence of the Company beyond that date for a further period of up to two years. The approval of theholders of 75% of Participating Shares held by such Shareholders attending and voting at such meetingwill be again be required for the resolution to extend the Company's life to be passed.

Rights of Shareholders

The holders of Participating Shares shall be entitled to receive notice and to attend, in person or by proxy,at each general meeting of shareholders of the Company. Shareholders shall be entitled to speak or vote atany such meeting in respect of (but not limited to) a resolution which proposes to vary the special rightsattaching to the Participating Shares, to amend the Memorandum or Articles of Association of theCompany, to remove and appoint Directors of the Company, to vote on the winding-up/continuation ofthe Company at the end of its seven year planned life and to change the Investment Manager, such vote tobe held on March 30, 2013 and as of March 30 of each successive year.

The holders of Management Shares shall be entitled to receive notice of, attend at and vote at eachgeneral meeting of shareholders of the Company except on a resolution for the appointment or removal ofthe Investment Manager and on the winding-up/continuation of the Company at the end of its seven yearplanned life.

The holders of Participating Shares and Management Shares where they are entitled to vote shall have onevote for each Participating Share held.

The Management Shares do not participate in the profits of the Company and the price paid therefore isrepayable only on the winding up of the Company and out of the Companys general assets after paymentof the amounts due to holders of Participating Shares. No dividend shall be paid on any ManagementShare.

Investment Objective and Policy

The investment objective of the Company for and on behalf of the PS Segregated Portfolio is long-termcapital appreciation of its assets. The Company for and on behalf of the PS Segregated Portfolio will seekto achieve its objective by making significant equity investments either directly or indirectly, includingthrough the Subsidiary, in European publicly traded companies which the Company believes are under-managed and under-valued. It is anticipated that the Company for and on behalf of the PS SegregatedPortfolio will invest in a limited number of investments often requiring longer term investment horizons.Investments may be in the form of shares (including shares in European publicly traded companies whichsubsequently cease to be traded on a public market and shares in private companies having investments inEuropean publicly traded companies), collective investment schemes, convertible debt, contracts fordifferences, exchange traded and OTC options, warrants, futures and other derivative instruments. It isanticipated that at any point in time there will be significant concentration exposures to individual issuerssubject to the investment restrictions detailed in the section headed Investment Objective and Policy.

The Company for and on behalf of the PS Segregated Portfolio is seeking to apply hedge fund,shareholder activist and private equity techniques to the management of the assets of the PS SegregatedPortfolio in order to produce superior returns whilst mitigating risks. Such techniques may includeleveraging the portfolio, through borrowings secured against other assets of the PS Segregated Portfolioor through the use of contracts for differences, options, futures and other derivative products. Strategiesmay be built using derivative products and short securities positions to both create and hedge currency,interest rate, credit, equity, commodity and other relevant exposures. It is also anticipated that certainstrategies will involve value creation through the application of shareholder influence of the Company forand on behalf of the PS Segregated Portfolio to encourage strategic change within a target company.

The Company for and on behalf of the PS Segregated Portfolio may borrow money against the security of


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existing assets up to a maximum of 300% of the Net Asset Value of the PS Segregated Portfolio in orderto leverage its investments returns. The Company for and on behalf of the PS Segregated Portfolio maylend securities of the PS Segregated Portfolio. The Company for and on behalf of the PS SegregatedPortfolio may invest unutilized funds awaiting suitable investment opportunities in short-term investmentgrade money market instruments, including bank deposits. It may also invest such funds into Leo CapitalFund Plc, which is also managed by the Investment Manager, up to a limit of 20% of the Gross Assets ofthe PS Segregated Portfolio. To the extent that management or performance fees shall be payable at the

Leo Capital Fund Plc level, an equivalent amount will be deducted from the fees payable to theInvestment Manager under its investment management agreement with the Company.

The Subsidiary

The Subsidiary was incorporated on 18th January 2008 under the laws of Luxembourg as a private limitedliability company. The directors of the Subsidiary are Mr Jonathan Schwartz; Mr Pierre Kladny and MrIvo Hemelraad. It is wholly-owned by the Company and will issue ordinary shares only to the Company.All of its assets and shares will be held by the Custodian or a sub-custodian appointed by the Custodian.

Investment Management

The Board of Directors for and on behalf of the PS Segregated Portfolio has appointed Leo FundManagers Limited as investment manager with discretionary powers and distributor pursuant to aninvestment management agreement dated [ ], 2011 between the Company and the Investment Manager(the Investment Management Agreement). The Board of Directors for and on behalf of the PSSegregated Portfolio may terminate the investment management agreement in case of persistent breach ofthe investment guidelines and restrictions applicable to the PS Segregated Portfolio.

Under the Investment Management Agreement, the Investment Manager has overall responsibility inrelation to the investment activities of the PS Segregated Portfolio in accordance with the investmentobjective and policies of the PS Segregated Portfolio. The Investment Manager also has responsibilityfor investor relations, marketing and general administrative matters and is permitted to appoint sub-distributors from time to time.

The Board of Directors is responsible for appointing the Investment Committee which shall comprise theChief Investment Officer and one other senior representative of the Investment Manager, one Director ofthe Company and at least two independent members having appropriate expertise. The InvestmentCommittee is responsible for approving investment opportunities which are proposed by the InvestmentManager.

The Company for and on behalf of the PS Segregated Portfolio will pay the Investment Manager pursuantto the investment management agreement a management fee at an annual rate of 1.5% of the Net AssetValue of the PS Segregated Portfolio (payable in arrears every month). The Investment Manager may atits sole discretion agree with any Shareholder to rebate, return and or remit any part of the InvestmentManagement and or Performance fees which are paid or payable to the Investment Manager.

On the winding-up of the Company, immediately prior to the commencement of the extension of the PSSegregated Portfolio on approval of the holders of 75% of the Participating Shares voting, or on theredemption of all of the Participating Shares, the Company shall pay a performance fee to the InvestmentManager pursuant to the investment management agreement equivalent to 20% of the appreciation in theNet Asset Value of the PS Segregated Portfolio over the period since a performance fee was last paid or,if no performance fee has been paid, since the date of the first issue of Participating Shares.

In the event that the Investment Managers appointment is terminated [by the Shareholders in a generalmeeting] prior to the winding up of the Company or the redemption of all of the Participating Shares ofthe PS Segregated Portfolio, the Company for and on behalf of the PS Segregated Portfolio shall pay a


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performance fee to the Investment Manager equivalent to 20% of the appreciation in the Net Asset Valueof the PS Segregated Portfolio from the date a performance fee was last paid, or if no performance fee hasbeen paid, from the date of the first issue of Participating Shares to the last Business Day of the monthimmediately prior to which such termination becomes effective.

Competitive Strengths

The Company is seeking to combine private equity, shareholder activist and quantitative hedgingtechniques in order to create long-term value for its Shareholders. The Company believes that thisstrategy can result in out-performance whilst at the same time maintaining a lower level of risk thanwould normally be associated with a small portfolio of shares with limited diversification.

The Investment Manager has an excellent track record with a history of significant and profitableEuropean equity investments made through its previous flagship fund, Leonardo Capital Fund SPC andthe current fund, Leo Capital Fund Plc and through other special purpose vehicles. In particular, theInvestment Manager has identified and made several successful investments in the past which haverequired shareholder activist and hedge strategies to extract value.

The Investment Manager is experienced in the monitoring and managing of risk. The Investment Manager

intends to use derivatives in order to both create and hedge individual investment strategies and tomanage overall portfolio risks.

The Company has also recruited members for its Board of Directors and Investment Committee withconsiderable experience in making investments and creating value.

Distribution Policy

The Company does not intend to pay distributions or dividends in respect of the PS Segregated Portfolio.It is intended that all earnings of the Company for and on behalf of the PS Segregated Portfolio will bereinvested for and on behalf of the PS Segregated Portfolio.

Issuance and Subsequent Issuances

The Company for and on behalf of the PS Segregated Portfolio has to date raised approximately300,000,000, and is currently not open for subscription. In the event of any future Issuance of Shares, theCompany will only accept subscriptions for Participating Shares from Eligible Investors who areQualifying Investors and reserves the right to reject any subscriptions.

Costs and expenses incurred in the placement and distribution of Participating Shares of the PSSegregated Portfolio in any (public) offering of Participating Shares of the PS Segregated Portfolio,including any fees and expenses of any financial institutions and other parties and their advisors whichmay be engaged in connection therewith, shall be borne by the Investment Manager up to a cap of

4,000,000. The remainder of any such distribution and placement costs and expenses shall be borne bythe Investment Manager by foregoing future performance fees until such time as the performance feesearned in respect of the PS Segregated Portfolio equal the remaining costs.

Risk Profile

An investment in the Company entails substantial risks and prospective investors should carefullyconsider the risk factors, among others, in the next chapter in determining whether an investment in theCompany is suitable for them. There is a substantial risk of sustaining losses in the aforementionedinvestments. Therefore, only prospective investors who both have the requisite knowledge and arefinancially secure should be Shareholders of the Company.


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RISK FACTORS

An investment in the Company entails substantial risks and prospective investors should carefully

consider the following factors, among others, in determining whether an investment in the Company is

suitable for them. There is a substantial risk of sustaining losses in the aforementioned investments.

Therefore, only prospective investors who both have the requisite knowledge and are financially secure

should become Shareholders of the Company.

Although the Company believes that the risks and uncertainties described below are its most material

risks and uncertainties, they are not the only ones the Company may face. Additional risks and certainties

not presently known to the Company or that the Company currently deems immaterial may also have a

material adverse effect on the return on investment and could negatively affect the price of the

Participating Shares.

Derivatives

The Company may utilize strategies which incorporate the short-selling of securities and the use offutures, options, forward contracts and other derivatives to both create and hedge currency, equity,interest rate, commodity and other relevant exposures. The use of derivative instruments may expose the

Company to additional investment risk and transaction costs. If the Investment Manager seeks to protectthe Company against potential adverse movements in the securities, foreign currency, or interest ratemarkets and other relevant exposures using these instruments, and such markets do not move in adirection adverse to the Company, the Company could be left in a less favorable position than if suchstrategies had not been used. Risks inherent in the use of derivative instruments include (1) the risk thatinterest rates, securities prices and currency markets will not move in the directions anticipated; (2)imperfect correlation between the price of futures, options, forward contracts and other derivatives andmovements in the prices of the securities or currencies being hedged; and (3) the possible absence of aliquid secondary market for any particular instrument at any particular time.

Liquidity of Futures Contracts

Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certainfutures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or"daily limits." Under such daily limits, during a single trading day no trades may be executed at pricesbeyond the daily limits. Once the price of a contract for a particular future has increased or decreased byan amount equal to the daily limit, positions in the future can neither be taken nor liquidated unlesstraders are willing to effect trades at or within the limit. This could prevent the PS Segregated Portfoliofrom liquidating unfavourable positions.

For the avoidance of doubt, investors should note that liquidity considerations may also affect the abilityto liquidate other non-futures positions in the portfolio.

Forward Trading

Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are notstandardized; rather, banks and dealers act as principals in these markets, negotiating each transaction onan individual basis. Forward and "cash" trading is substantially unregulated; there is no limitation on dailyprice movements and speculative position limits are not applicable. The principals who deal in theforward markets are not required to continue to make markets in the currencies or commodities they tradeand these markets can experience periods of illiquidity, sometimes of significant duration. Marketilliquidity or disruption could result in major losses to the PS Segregated Portfolio.

Trading in Options


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The PS Segregated Portfolio may engage from time to time in various types of options transactions. Anoption gives the purchaser the right, but not the obligation, upon exercise of the option, either (a) to buyor sell a specific amount of the underlying security at a specific price (the strike price or exerciseprice), or (b) in the case of a stock index option, to receive a specified cash settlement. To purchase anoption, the purchaser must pay a premium, which consists of a single, non-refundable payment. Unlessthe price of the securities or stock index underlying the option changes and it becomes profitable toexercise or offset the option before it expires, the PS Segregated Portfolio may lose the entire amount of

the premium. The purchaser of an option runs the risk of losing the entire investment. The seller assumesthe risk (which theoretically may be unlimited) of a decrease or increase in the market price of theunderlying security, currency or commodity below or above the sales or purchase price. Thus, the PSSegregated Portfolio may incur significant losses in a relatively short period of time. The ability to tradein or exercise options also may be restricted in the event that trading in the underlying securities becomesrestricted. Options trading may also be illiquid in the event that the PS Segregated Portfolios assets areinvested in contracts with extended expirations. The PS Segregated Portfolio may purchase and write putand call options on specific securities, on stock indexes or on other financial instruments and, to close outits positions in options, may make a closing purchase transaction or closing sale transaction.

Indemnity of the Company's Directors and Officers, Investment Manager and Administrator

The Company's Directors and officers as well as the Investment Manager and Administrator are entitledto be indemnified by the Company in certain circumstances pursuant to the Articles of Association or theMaterial Contracts. As a result, there is a risk that the Company's assets will be used to indemnify suchpersons or their employees or satisfy their liabilities as a result of their activities in relation to theCompany, rather than being invested and generate return for investors. The indemnification provisions arefurther described in the section headed Management, Administration and Prime Brokerage.

Dividend Policy

Payments of dividends on the Participating Shares are not contemplated. Investors who anticipate theneed for income by the way of dividends from their investments should refrain from the purchase ofParticipating Shares.

Regulatory Environment and Economic Conditions

An investment in the Company is subject to all risks incidental to the ownership of securities and otherassets which the Company may own. These factors include, without limitation, changes in governmentrules and fiscal and monetary policies, changes in laws and political and economic conditions in Europeand throughout the world, and general market conditions. Adverse changes in any of these factors mayadversely affect the investment returns of the Company.

Dependence on Key Personnel

The Companys investment activities depend upon the experience and expertise of the key personnel ofthe Investment Manager. The loss of the services of any of these individuals of the Investment Managercould have a material adverse effect on the Companys operations. Reference is made to the sectionheaded Management, Administration and Prime Brokerage Investment Manager.

Rights of Shareholders

Shareholders of the Company will have no right to participate in the day-to-day operations of theCompany and their right to vote at general meetings of shareholders of the Company will be as set out inIrish company law and the Memorandum and Articles of Association of the Company including a right tovote upon a variation of the rights of the Participating Shares, an amendment to the Memorandum andArticles of Association of the Company, the appointment and removal of the Directors of the Company,


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to vote on the winding-up/continuation of the Company at the end of its seven year planned life orsubsequently or to change the Investment Manager as at March 30, 2013 and as of March of eachsuccessive year.

An investment in the Company should be regarded as a passive investment.

Limited Diversification

The investment performance of the Company and its ability to diversify its investments could beadversely affected by the amount of funds available to the Company.

In-kind Distributions

Because the Company may be wound up after its initial seven year life (subject to the vote ofShareholders to extend the life of the Company), certain investments may not be readily marketable at theend of such period. Therefore, there may be in-kind distributions by the Company of interests in suchinvestments, which may be illiquid securities. There can be no assurance that any Shareholder of theCompany would be able to dispose of such investments or that the value of such investment determined inaccordance with the Articles of Association of the Company for purposes of the determination of

distributions will ultimately be realized.

Business and Financial Risk of Investment Companies

The performance of companies in which the Company will invest will affect the value of thoseinvestments and the overall performance of the Company. The relative size of the Company's investmentsin such companies and, consequently, the level of control that the Company may have over them, may notbe sufficient for the Company to be able to influence or direct the actions of the companies in which itinvests. The Company may be exposed to the negative consequences of an investment in a poorlyperforming company without being able readily to effect a change in that performance.

Potential Conflict of Interests

The Investment Manager, the Custodian, the Administrator and the Directors may, from time to time, act asdistributor, promoter, manager, investment manager, investment adviser, registrar, transfer agent,administrator, trustee, custodian, broker, director or placing agent to, or be otherwise involved in, othercollective investment schemes which have similar investment objectives to those of the Company or mayotherwise provide discretionary investment management or ancillary administration, custodian or brokerageservices to investors with similar investment objectives to those of the Company. It is therefore possible thatany of them may, in the course of their business, have potential conflicts of interests with the Company orcompete with the Company for the same or similar positions in the markets or give advice and recommendstrategies to other managed accounts or investment funds which may differ from the investment policies ofthe Company. Reference is made to the section headed Potential Conflicts of Interest.

Investment Manager Valuation Risk

The Administrator may consult the Investment Manager with respect to the valuation of certaininvestments. Further, the Investment Manager may verify counterparty pricing in certain over the counterderivative transactions. Whilst there is an inherent conflict of interest between the involvement of theInvestment Manager in determining the valuation price ofthe Companys investments and the InvestmentManager's other duties and responsibilities in relation to the Company, the Investment Manager has inplace procedures which follow industry standard procedures for valuing unlisted investments


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Leverage

The Company itself may borrow for any purpose, including to increase investment capacity, coveroperating expenses or for clearance of transactions. The Company may extensively make use of borrowedfunds in its investment activities and may at any time borrow up to 300% of its Net Asset Value.Borrowing creates an opportunity for greater total return but also increases exposure to capital risk.Money borrowed by the Company will be subject to an interest cost that may or may not exceed the

income and gains from the investments made with the proceeds of such borrowing. The use of suchtechnique will magnify declines as well as increases in the value of the investments held by the Company.

The rights of any lenders to the Company to receive payments of interest on and repayments of theprincipal amount of such borrowing will be senior to the rights of the Shareholders of the Company toreceive distributions, and the terms of any borrowing may contain provisions which limit certain activitiesof the Company. Interest payments and fees incurred in connection with borrowing will reduce theamount of net income available for payment to Shareholders of the Company.

Limited Number of Investments

It is expected that the Company will invest in a limited number of investments. A consequence of a

limited number of investments is that the aggregate returns realized by the Shareholders of the Companymay be substantially adversely affected by the unfavorable performance of a small number of suchinvestments. Furthermore, the Company does not have fixed guidelines for diversification, andinvestments will be concentrated in only a few industries. The Company will not, however, invest morethan 25% of its Gross Assets of the PS Segregated Portfolio in any particular company and will not investin collective investment undertakings, save that it may invest unutilized funds in Leo Capital Fund Plc upto a limit of 20% of its Gross Assets held for and on behalf of the PS Segregated Portfolio. Leo CapitalFund Plc is also managed by the Investment Manager Leo Fund Managers.

Availability of and Ability to Acquire Suitable Investments

The identification of attractive investment opportunities is difficult and involves a high degree ofuncertainty. While the Investment Manager believes that many attractive investments of the type in whichthe Company may invest are currently available, there can be no assurance that such investments will beavailable when the Company commences investment operations, or that available investments will meetthe Company's investment criteria, or that such investments will be able to generate superior returns.

Illiquidity

The investments of the Company may be illiquid and it may be difficult for the Company to dispose ofinvestments rapidly, at favorable prices or at all in response to adverse market developments or otherfactors. Illiquidity may result from the size of the position taken in any one entity (despite the fact that itmay be traded on a public exchange), the strategy adopted by the Investment Manager or the managementof the investee entity or from legal or contractual restrictions on the resale of the investment by theCompany. The Company may make investments in listed entities which are subsequently delisted, inwhich case such investments may be subject to further illiquidity risk.

No Return for a Period of Years

There is no intention to pay any dividends nor make any other distributions during the life of theCompany. At the end of its life, the Company aims to effect the payment of all redemption proceeds incash. However, the Board of Directors under circumstances of low liquidity or adverse market conditionsmay elect to effect the payment of the redemptions in assets of the Company.


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Investments may be transferred directly to the redeeming Shareholder or may be transferred to aliquidating account and sold by the Company for the benefit of the redeeming Shareholder, in which casepayment of that proportion of the Redemption Price attributable to such investments will be delayed untilsuch investments are sold and the amount payable in respect of such investments will depend on theperformance of such investments through to the date on which they are sold. The cost of operating theliquidating account and selling the investment(s) will be deducted from the proceeds of sale paid to theredeeming Shareholder. In such cases, a Shareholder may receive less than he anticipated and/or the

realization into cash may occur at a date later than anticipated.

Currency Risks

A portion of the Companys assets may be invested in securities denominated in various currencies and inother financial instruments, the price of which is determined with reference to such currencies. Theaccount of the Company will, however, be valued in Euros. The Company intends to hedge the resultingcurrency risk, but the use of hedging techniques will be at the discretion of the Investment Manager, suchthat significant non-Euro exposure may in fact be not be hedged. To the extent that they are unhedged, thevalue of the net assets of the Company will fluctuate with Euro exchange rates as well as with pricechanges of its investments in the various local markets and currencies. Forward currency contracts andoptions may be utilized by - the Investment Manager to hedge against currency fluctuations, but there can

be no assurance that such hedging transactions will be effective. The Company will also be exposed to thecredit risk of the relevant counterparty with respect to relevant payments under hedging instruments.Failure by a counterparty to make payments due under hedging instruments will reduce the Companysincome and, consequently, could have an adverse impact on the Companys Net Asset Value.

Segregation of Assets in a Segregated Portfolio Structure

The Company is registered as an umbrella company with segregated liability between segregatedportfolios. As a matter of Irish law, the assets of one segregated portfolio will not be available to meet theliabilities of another segregated portfolio save in the case of fraud or misrepresentation. However, theCompany may operate or have assets held on their behalf or be subject to claims in other jurisdictionswhich may not necessarily recognize such segregation. There is no guarantee that the courts of anyjurisdiction will respect the limitations on liability associated with a segregated portfolio company.Further, individual classes of shares issued within each segregated portfolio are not segregated.Accordingly, if the assets attributable to one class of shares in a segregated portfolio were completelydepleted by losses and a deficit remained, a creditor could enforce a claim against the assets of the otherclasses of the same segregated portfolio.

Custodian Insolvency

The Company is subject to a number of risks relating to the insolvency, administration, liquidation orother formal protection from creditors (Insolvency) of the Custodian. These risks include withoutlimitation: the loss of all cash held with the Custodian which is not being treated as client money orprotected by the rules of a regulatory authority ("client money"); the loss of all cash which the Custodianhas failed to treat as client money in accordance with procedures (if any) agreed with the Company; theloss of any securities held on trust ("trust assets") or client money held by or with the Custodian inconnection with a reduction to pay for administrative costs of the Insolvency and/or the process ofidentifying and transferring the relevant trust assets and/or client money or for other reasons according tothe particular circumstances of the Insolvency; losses of some or all assets due to the incorrect operationof the accounts by the Custodian; and losses caused by prolonged delays in receiving transfers of balancesand regaining control over the relevant assets. The PS Segregated Portfolio is subject to similar risks inthe event of Insolvency of any sub-custodian with which any relevant securities are held or of any thirdparty bank with which client money is held. An Insolvency could cause severe disruption to the trading ofthe PS Segregated Portfolio.


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Custodian Liability

In the event of loss suffered by the Company as a result of the Custodians actions or omissions, theCompany would generally, in order to bring a successful claim against the Custodian, have todemonstrate that it has suffered a loss as a result of Custodians fraud, negligence, bad faith willfuldefault or recklessness in the performance of its obligations.

Prime Broker Credit Risk

With respect to the PS Segregated Portfolios right to the return of cash or of assets which the PrimeBroker borrows, lends or otherwise uses for its own purposes, the PS Segregated Portfolio will rank asone of the Prime Brokers unsecured creditors and, in the event of the insolvency of the Prime Broker, thePS Segregated Portfolio might not be able to recover such equivalent assets in full.

General Credit Risk

The PS Segregated Portfolio will be exposed to a credit risk in relation to the counterparties with whomthey transact or place margin or collateral in respect of transactions in derivative instruments and maybear the risk of counterparty default.


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IMPORTANT INFORMATION

This Memorandum is furnished to each potential investor solely for the purpose of meeting Irishregulatory requirements regarding Shareholder disclosure following the re-domiciliation of the Companyto Ireland. The information contained herein may not be reproduced or used in whole or in part for anyother purpose or made available to any third party.

The Directors accept responsibility for the information contained in this Memorandum. Having taken allreasonable care to ensure that such is the case, the Directors further declare that the information containedin this Memorandum is, to the best of its knowledge, in accordance with the facts and contains noomission likely to affect its import.

No representations or warranties of any kind are intended or should be inferred with respect to theeconomic return from, or the tax consequences of an investment in the Company. No assurance can begiven that existing laws will not be changed or interpreted adversely. Shareholders are not to construe thisMemorandum as legal, investment or tax advice. This Memorandum supersedes all prior versions thereof.

Shareholders should review this Memorandum carefully and in its entirety and consult with their legal,tax and financial advisors in relation to (i) the legal and regulatory requirements within their own

countries for the purchase, holding, redeeming or disposing of Participating Shares; (ii) any foreignexchange restrictions to which they are subject in their own countries in relation to the purchase, holding,redeeming or disposing of Participating Shares; and (iii) the legal, tax, financial or other consequences ofsubscribing for, purchasing, holding, redeeming or disposing of Participating Shares.

Participating Shares of the Company are only suitable for sophisticated and knowledgeable investors.Each prospective investor should consult his own professional advisors as to the legal, tax, financial orother considerations relevant to the suitability of an investment in Participating Shares of the Companyfor such investor.The Company has been authorised by the Central Bank to be marketed solely toQualifying Investors. The minimum initial subscription for each investor shall not be less than

100,000 or its equivalent in another currency.

No person has been authorized to make any representations concerning the Company or its ParticipatingShares which are inconsistent with, or in addition to, those contained in this Memorandum and neither theCompany nor its Directors accept any responsibility for any representations so made.

Statements in this Memorandum are based on the law and practice currently in force in Ireland at the datehereof and are subject to change. Without prejudice to any obligation to publish a supplementaryprospectus, neither the delivery of this Memorandum nor the issue of Participating Shares shall under anycircumstances, create any implication or constitute any representation that the affairs of the Companyhave not changed since the date of this Memorandum.

Neither the Company nor the Participating Shares described in this Memorandum have been or will beregistered or qualified for offer or sale under the laws of any jurisdiction other than the Netherlands. Nopersons receiving a copy of this Memorandum in any such jurisdiction may treat this Memorandum asconstituting an invitation to them to subscribe for Participating Shares. Accordingly, this Memorandumdoes not constitute an offer or solicitation by anyone. It is the responsibility of any persons in possessionof this Memorandum to inform themselves of and to observe all applicable laws and regulations of anyrelevant jurisdiction.

The direct or indirect ownership of Participating Shares by United States Persons is prohibited.

Investment in the Company carries with it a degree of risk. The value of Participating Shares and theincome from them may go down as well as up, and investors may not get back the amount invested.Because of the risks involved, investment in the Company is only suitable for sophisticated investors who


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are able to bear the loss of a substantial portion or even all of the money they invest in the Company, whounderstand the high degree of risk involved, believe that investment in the Company is suitable for thembased on their investment objectives and financial needs and have no need of liquidity of investment.Investors are therefore advised to seek independent professional advice on the implications of investing inthe Company. Certain risk factors for an investor to consider are set out under the section Risk Factors.

Notwithstanding anything herein to the contrary, each investor (and each employee, representative, or

other agent of the investor) may disclose to any and all persons, without limitation of any kind, the taxtreatment and tax structure of an investment in the Company and all materials of any kind (includingopinions or other tax analyses) that are provided to the investor relating to such tax treatment and taxstructure.

General Notice to Prospective Investors in the European Economic Area

No Shares are being issued or sold with respect to this Memorandum and consequently this Memorandum doesnot relate to an offer of Participating Shares to the public. This Memorandum does not constitute aprospectus published in accordance with the Prospectus Directive (Directive 2003/71/EC) (the "ProspectusDirective").

For the purposes of the preceding two paragraphs, the expression an "offer of Participating Shares to thepublic" in relation to any shares in any Relevant Member State means the communication in any form andby any means of sufficient information on the terms of the offer and the Participating Shares to be offeredso as to enable an investor to decide to purchase or subscribe the Participating Shares, as the same may bevaried in that Member State by any measure implementing the Prospectus Directive in that Member State

Use of Subsidiary

The Company will hold some of its assets through its wholly owned Subsidiary and these assets will beregistered in the name of the Custodian or a sub-custodian. While arrangements have been put in place toendeavour to ensure that such assets may not be transferred, sold or assigned without the consent of theCustodian, if assets are not held in the legal name of the Custodian (or its agents) for the account of theCompany, the Company and the Subsidiary are subject to a greater risk of misappropriation ormisallocation of such assets. There is no guarantee that such arrangements will be successful and preventthe transfer, sale or assignment of the assets without the consent of the Custodian.

Where assets are registered in the name of the Subsidiary or Company, any corporate actions relating tosuch assets will be issued directly to the Subsidiary or Company by the issuer.

Other Documents

This Memorandum does not purport to be and should not be construed as a complete description of theMemorandum and Articles of Association, or the Material Contracts of the Company. These documentsare not incorporated by reference into this Memorandum. This Memorandum does impose certainrestrictions on the discretionary powers of the Directors of the Company set forth in the Articles of

Association of the Company.


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DIRECTORY

Registered Office of the Company

Leo Capital Growth SPC Plc33 Sir John Rogersons Quay

Dublin 2

Ireland

Business Address of the CompanyLeo Capital Growth SPC Plc

24-26 City Quay

Dublin 2Ireland

Directors of the Company

Paul SullivanAogan Foley

Pierre Kladny

Wolfgang GraebnerJonathan Schwartz

Ian CooperClaus Helbig

Investment Manager & Promoter

Leo Fund Managers Limited

2nd Floor, Liscartan House127 Sloane Street

London SW1X 9ASUnited Kingdom

Administrator, Registrar and Transfer Agent

Quintillion Limited

24-26 City QuayDublin 2

Ireland

Custodian

Daiwa Europe Trustees Ireland LimitedBlock 5

Harcourt RoadDublin 2Ireland

Prime Broker and Sub-Custodian

Goldman Sachs International Ltd.Peterborough Court

133 Fleet StreetLondon EC4A 2BB

United Kingdom

Irish Counsel

Dillon Eustace33 Sir John Rogersons Quay

Dublin 2Ireland

Company Secretary

Tudor Trust Limited33 Sir John Rogersons Quay,

Dublin 2Ireland

Auditors

PricewaterhouseCoopersChartered Accountants & Registered Auditors

Georges QuayDublin 2,Ireland


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POTENTIAL CONFLICTS OF INTEREST

The Directors, the Investment Manager, the Custodian, the Prime Broker, the Administrator and theirrespective affiliates, officers, directors and shareholders, employees and agents may, from time to time, actas distributor, promoter, manager, investment manager, investment adviser, registrar, transfer agent,administrator, trustee, custodian, broker, director or placing agent to, or be otherwise involved in, othercollective investment schemes which have similar investment objectives to those of the Company or may

otherwise provide discretionary investment management or ancillary administration, custodian or brokerageservices to investors with similar investment objectives to those of the Company. It is therefore possible thatany of them may, in the course of their business, have potential conflicts of interests with the Company.Each will at all times have regard in such event to its obligations to act in the best interests of theShareholders of the Company so far as practicable, having regard to its obligations to other clients, whenundertaking any investments where conflicts of interests may arise and they will endeavor to resolve suchconflicts fairly.

The Investment Manager has been formed to engage in the business of discretionary management andadvising client investors, including other investment vehicles, in the purchase and sale of securities andfinancial instruments, and may be advising other accounts during the same period that they are responsiblefor managing the account of the Company using the same or different information and trading strategies

which it obtains, produces or utilizes in the performance of services for the Company. The InvestmentManager may have conflicts of interest in rendering advice because their compensation for managing otheraccounts may exceed their compensation for managing the account of the Company, thus providing anincentive to prefer such other account. Moreover, if the Investment Manager makes trading decisions forsuch accounts and the accounts of the Company at or about the same time, the Company may be competingwith such other accounts for the same or similar positions. The Investment Manager will endeavor to ensurethat all investment opportunities are allocated on a fair and equitable basis between the Company and suchother accounts.

The Company has been established and promoted by the Investment Manager and accordingly the selectionof the Investment Manager and the terms of their appointment and fees are not the result of arms-lengthnegotiations. However, the Directors believe that the fees, commissions and compensation payable to theInvestment Manager are consistent with normal market rates for investment companies of a similar type tothe Company.

From time to time, the Investment Manager may come into possession of non-public informationconcerning specific companies although internal structures are in place to prevent the receipt of suchinformation. Under applicable securities laws, this may limit the Investment Managers flexibility to buyor sell portfolio securities issued by such companies. The Companys investment flexibility may beconstrained as a consequence of the Investment Managers inability to use such information forinvestment purposes.

Paul Sullivan, Aogan Foley, Pierre Kladny, Wolfgang Graebner, Jonathan Schwartz, Ian Cooper andClaus Helbig are the current members of the Board of Directors of the Company. The fiduciary duty ofeach Director to the Company may compete with or be different from the interests of the InvestmentManager. The Directors will at all times have regard to their obligations to act in the best interests of theCompany and its Shareholders so far as practicable. The Directors will seek to ensure that any conflict ofinterest is resolved fairly and in the interests of the Company and its Shareholders. In addition, theArticles of Association of the Company provides that the Directors must disclose the nature and extent ofany material interest to the other Directors before he or she (i) may be a party to, or otherwise interestedin, any transaction or arrangement with the Company or in which the Company is otherwise interested, or(ii) may be a director or other officer of, or employed by, or a party to any transaction or arrangementwith, or otherwise interested in, any body corporate promoted by the Company or in which the Companyis otherwise interested. After such disclosure the Director shall not, by reason of his office, beaccountable to the Company for any benefit which he derives from any such office or employment or


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from any such transaction or arrangement or from any interest in any such body corporate and no suchtransaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

There is no prohibition on transactions with the Company by the Investment Manager, the Custodian, theAdministrator, the Prime Broker or entities related to each of the Investment Manager, the Custodian, theAdministrator or the Prime Broker including, without limitation, holding, disposing or otherwise dealingwith Shares issued by or property of the Company and none of them shall have any obligation to account

to the Company for any profits or benefits made by or derived from or in connection with any suchtransaction provided that such transactions are consistent with the best interests of Shareholders anddealings are carried out as if effected on normal commercial terms negotiated on an arm's length basis and

(a) a person approved by the Custodian (or in the case of a transaction involving the Custodian, theDirectors) as independent and competent certifies the price at which the relevant transaction iseffected is fair; or

(b) the relevant transaction is executed on best terms reasonably obtainable on an organisedinvestment exchange or other regulated market in accordance with the rules of such exchange ormarket; or

(c) where the conditions set out in (a) and (b) above are not practical, the relevant transaction isexecuted on terms which the Custodian is (or in the case of a transaction involving the Custodian,the Directors are) satisfied conform with normal commercial terms negotiated at arm's length.


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THE COMPANY

Segregated Portfolio Company

The Company was formed as a segregated portfolio company in the Cayman Islands and registered thereon August 25, 2006 and was re-domiciled to Ireland on [ ], 2011. The Company is a limited liabilityvariable capital umbrella investment company with segregated liability between sub-funds; incorporated

in Ireland under the Companies Acts 1963 to 2009 with registration number [ ] and authorised bythe Central Bank pursuant to Part XIII of the Companies Act, 1990. The location of the Companysprincipal office and its registered office are listed in the Directory. The Company has been structured asan investment company to allow its Shareholders to collectively invest in accordance with the investmentobjectives and strategies set out herein. The Participating Shares issued by the Company are created underIrish law.

The Company may create one or more segregated portfolios in order to segregate the assets and liabilitiesheld by the Company on behalf of each segregated portfolio from the assets and liabilities held by theCompany on behalf of any other segregated portfolio or the general assets and liabilities of the Companysubject to the prior approval of the Central Bank. As a segregated portfolio company, the Company canoperate segregated portfolios with the benefit of statutory segregation of assets and liabilities between

each segregated portfolio. The assets of each segregated portfolio will be invested separately inaccordance with the investment objective, policies and guidelines for such segregated portfolio asspecified in this Memorandum or any appropriate supplement to it.

The Company has established a segregated portfolio in respect of the Participating Shares (the PSSegregated Portfolio). The Company may in the future create additional segregated portfolios andadditional classes of shares within each segregated portfolio in its sole and absolute discretion. There areno current plans to create any further segregated portfolios nor classes of shares.

Each segregated portfolio will be administered and maintained separate from each of the other segregatedportfolios. The debts, liabilities, obligations and expenses incurred by one segregated portfolio will onlybe enforceable against the assets of the same segregated portfolio and not against the assets of any othersegregated portfolio. Segregated portfolio assets are only available to meet liabilities to creditors of theCompany who are creditors in respect of the relevant segregated portfolio and are protected from and arenot available to creditors of the Company who are not creditors of that segregated portfolio. Theprinciples relating to the payment of dividends or other distributions, and the payment of the redemptionprice of shares are applied to each segregated portfolio in isolation. Payments in respect of dividends,distributions and redemptions of shares may only be paid out of the assets of the segregated portfolio inrespect of which the relevant shares were issued. (Reference is also made to the Risk Factors underSegregation of Assets in a Segregated Portfolio Structure.)

Management Shares

The Investment Manager owns all 100 Management Shares in the Company. The Management Shares arenon-Participating Shares with voting rights substantially similar to those of the Participating Sharesexcept that they do not entitle the holders thereof to vote to appoint or remove the Investment Manager orto vote on the winding up/continuation of the Company at the end of its seven year life or subsequently .

Corporate Governance

At the date of this document, the Company complies with the corporate governance obligations that areapplicable under Irish Law

The Subsidiary


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The Subsidiary was incorporated on 18th January 2008 under the laws of Luxembourg as a private limitedliability company. The directors of the Subsidiary are Mr Jonathan Schwartz; Mr Pierre Kladny and MrIvo Hemelraad.It is wholly-owned by the Company and will issue ordinary shares only to the Company.All of its assets and shares will be held by the Custodian or a sub-custodian appointed by the Custodian.

A portion of the net assets of the Company will be invested in the Subsidiary which will invest this cashon behalf of the Company in accordance with the Company's investment objectives, policy and

restrictions.

Additional wholly-owned subsidiaries of the Company will only be established or used with the priorapproval of the Central Bank.


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INVESTMENT OBJECTIVE AND POLICY

Investment Objective and Policy

The investment objective of the Company is long-term capital appreciation of its assets.

The Company, for and on behalf of the PS Segregated Portfolio, will seek to achieve its objective by

making significant equity investments either directly or indirectly, including through its Subsidiary, inEuropean publicly traded companies which the Company believes are under-managed and under-valued.The investment strategy may require medium to longer-term commitment in order to unlock value.

The Company, for and on behalf of the PS Segregated Portfolio, may seek to use its shareholdings overtime to influence management of issuing bodies where appropriate with regard to strategy, optimizationof capital structure and market value appreciation. Such influence may include representation on theboard of directors of the companies in which the Company invests for and on behalf of the PS SegregatedPortfolio. It is anticipated that the Company for and on behalf of the PS Segregated Portfolio, will investin a limited number of investments often requiring longer term investment horizons.

Investments may be in the form of shares (including shares in European publicly traded companies whichsubsequently cease to be traded on a public market and shares in private companies having investments inEuropean publicly traded companies), collective investment schemes (which may be regulated, orunregulated, located in any jurisdiction and constituted as a corporation, investment trust, partnership orotherwise in accordance with applicable law), convertible debt (which may be government or corporate,and above or below investment grade), contracts for differences, exchange traded and OTC options,warrants, futures and other derivative instruments. It is anticipated that at any point in time there will besignificant concentration exposures to individual issuers.

The Company, for and on behalf of the PS Segregated Portfolio, may invest across a broad spectrum ofindustries and geographic markets. In selecting such investments, the Investment Manager will consider,amongst others, factors such as overall growth prospects, quality of management, asset valuations,competitive market position, asset utilization, cash flows, capital structure, blocking minorityshareholders, technology, research and development, productivity, labor costs, raw material costs andsources, profit margins, return on investment, capital resources, government regulation and management.

Each individual investment will be characterized by significant research and due diligence coupled with astrategic plan encompassing size and timing of investment, level of leverage, a value creation strategy andan exit strategy.

The Company, for and on behalf of the PS Segregated Portfolio, is seeking to apply hedge fund andprivate equity techniques to the management of its portfolio of assets held, for and on behalf of the PSSegregated Portfolio, in order to produce superior returns whilst mitigating risks. Such techniques mayinclude leveraging the portfolio, through borrowings secured against other assets of the Company orthrough the use of contracts for differences, options, futures and other derivative products. Strategies maybe built using derivative products and short securities positions to both create and hedge currency, interestrate, credit, equity, commodity and other relevant exposures. It is also anticipated that certain strategieswill involve value creation through the application of shareholder influence to encourage strategic changewithin a target company.

For temporary defensive purposes, the Investment Manager may determine that all of the Company'sinvestments held for and on behalf of the PS Segregated Portfolio should be made temporarily in short-term investment grade money market instruments, including bank deposits.

The Company, for and on behalf of the PS Segregated Portfolio, may invest unutilized funds awaitingsuitable investment opportunities in short-term investment grade money market instruments, includingbank deposits. The Company, for and on behalf of the PS Segregated Portfolio, may also invest such


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funds into an investment company which is also managed by the Investment Manager, Leo Capital FundPlc, up to an amount no greater than 20% of the Gross Assets of the Company held for and on behalf ofthe PS Segregated Portfolio. To the extent that management or performance fees shall be payable at theLeo Capital Fund Plc level, an equivalent amount will be deducted from the fees payable to theInvestment Manager under its investment management agreement with the Company.

The investment objective of the PS Segregated Portfolio may not be altered and material changes in the

investment policy of the PS Segregated Portfolio may not be made without approval of Shareholders ofthe PS Segregated Portfolio by Special Resolution at a meeting of the Shareholders duly convened andheld. A change of investment policy of the PS Segregated Portfolio is subject to the approval ofshareholders by means of a simple majority of votes cast at a meeting of the Shareholders duly convenedand held. In the event of a change of the investment objective and/or policy of the PS SegregatedPortfolio, Shareholders in the PS Segregated Portfolio will be given reasonable notice of such change toenable them redeem their Shares prior to implementation of such a change.

Competitive Strengths

The Company is seeking to combine private equity, shareholder activist and quantitative hedgingtechniques in order to create long-term value for its Shareholders. The Company believes that this

strategy can result in out-performance whilst at the same time maintaining a lower level of risk thanwould normally be associated with a small portfolio of shares with limited diversification.

The Company, for and on behalf of the PS Segregated Portfolio, will be utilizing the services of theInvestment Manager and has delegated its overall responsibility for investment management to theInvestment Manager. The Investment Manager also has responsibility for investor relations, marketingand general administrative matters.

The Investment Manager currently manages approximately 400 million of assets and has a strongperformance track record. The Investment Manager has an excellent track record with a history ofsignificant and profitable European equity investment made through its previous flagship fund, LeonardoCapital Fund SPC. In addition, it has other funds including Leo Capital Fund Plc and Leo Capital (LuxFCP-FIS). The Investment Manager has identified and made several successful investments in the pastwhich have required shareholder activist and hedge strategies to extract value.

The Investment Manager is experienced in the monitoring and managing of risk. The Investment managerintends to use derivatives in order to both create and hedge individual investment strategies and tomanage overall portfolio risks.

The Investment Manager employs a team of 17 experienced professionals whose interests are to bealigned to those of investors through a performance fee structure and by their investment in ParticipatingShares of the PS Segregated Portfolio (see also the section headed Capitalization and Management,Administration and Prime BrokerageManagement Fees).

The Company has also recruited members for its Board of Directors and Investment Committee withconsiderable experience in making investments and creating value.

Decision Making Process

All investment opportunities will be thoroughly researched by the Investment Manager who shall preparean investment paper (the Investment Paper).

The Investment Paper shall detail the specific opportunity and investment rationale and must also includethe size and timing of the investment, the leverage to be utilized (if any), the value creation strategy andpotential exit strategies. An Investment Paper shall also be required in cases where there is a material


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change proposed to the investment strategy relating to an existing investment.

The Investment Paper shall be presented for approval to a comm ittee (the Investment Committee). TheInvestment Committee shall comprise [the Chief Investment Officer and one other senior representativeof the Investment Manager,] one Director of the Company and at least two independent members havingappropriate expertise which are appointed by the Board of Directors.

The Investment Committee shall meet as and when necessary and at intervals of no more than threemonths. Investment decisions of the Investment Committee shall be approved by a simple majority votein favour. Decisions of the Investment Committee will be reported to the Board of Directors on aquarterly basis.

Investment Restrictions

(A) Where the Company for and on behalf of the PS Segregated Portfolio invests in the shares, or units ofany other collective investment scheme managed by the Investment Manager or by an associatedcompany, the manager of the scheme in which investment in being made must waive any initial charge orrepurchase charge on account of the investment.

(B) The Company for and on behalf of the PS Segregated Portfolio must comply with the aim ofspreading its investment risk.

(C) The maximum single investment by the Company for and on behalf of the PS Segregated Portfolio inany one issuer shall be limited to 25% of the Gross Assets of the Company held for and on behalf of thePS Segregated Portfolio. The Company may invest in collective investment undertakings up to a limit of50% of its NAV in any single CIS, and it may invest unutilized funds in Leo Capital Fund Plc up to alimit of 20% of its Gross Assets held for and on behalf of the PS Segregated Portfolio.

The Investment Manager and the Investment Committee monitor the underlying investments of the PSSegregated Portfolio in order to ensure that, at the time an investment is made, the above restrictions areadhered to. If it comes to the attention of the Investment Manager that any of the limits have beenexceeded, the Investment Manager shall immediately inform the Custodian and the Board of Directorsand shall take immediate corrective action to bring the PS Segregated Portfolio within the permitted levelhaving regard to the interests of Shareholders, except where the breach is due to appreciations ordepreciations, changes in exchange rates, or by reason of the rights, bonuses, benefits, in the nature ofcapital or by reason of any other action affecting every holder of that investment. In such cases theInvestment Manager shall endeavour to bring the portfolio within the permitted level within a reasonabletime-frame, such time-frame to be determined by the Investment Manager having regard to the bestinterests of the Shareholders.

The Administrator is not responsible for monitoring adherence to the investment guidelines andrestrictions.

The Board of Directors may terminate the investment management agreement in case of persistent breachof the investment guidelines and restrictions applicable to the PS Segregated Portfolio.

Borrowings, Lending and Hedging

The Company for and on behalf of the PS Segregated Portfolio may borrow up to a maximum of 300% ofthe Net Asset Value of the PS Segregated Portfolio, calculated at the time of each drawdown, in order toleverage its investment returns. Such borrowings may be secured against the assets of the PS SegregatedPortfolio but will in each case be of a non-recourse nature to assets of other segregated portfolios and thegeneral assets of the Company. All borrowings of the Company for and on behalf of the PS SegregatedPortfolio will be subject to the margin requirements established by its lenders and are non-recourse to


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assets of other segregated portfolios and the general assets of the Company.

The Company for and on behalf of the PS Segregated Portfolio will not be leveraged in excess of 300% ofthe Net Asset Value of the PS Segregated Portfolio.

The Company, for and on behalf of the PS Segregated Portfolio, may lend securities of the PS SegregatedPortfolio.

The Company, for and on behalf of the PS Segregated Portfolio, may utilize strategies which incorporatethe short-selling of securities and the use of futures, options, forward contracts and other derivatives toboth create and hedge currency, equity, interest rate, commodity and other relevant exposures. Any non-Euro currency exposure will generally be hedged.

Distribution Policy

The Company does not intend to pay distributions or dividends in respect of the PS Segregated Portfolio.It is intended that all earnings of the Company for and on behalf of the PS Segregated Portfolio will bereinvested for and on behalf of the PS Segregated Portfolio.

CAPITALIZATION

At the date of this Memorandum, the authorized share capital of the Company is 250,000,001 dividedinto 100 Management Shares with no par value and 5,000 Participating Shares no par value.

At the date of this Memorandum, 2911 Participating Shares are issued and paid in full.


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MANAGEMENT, ADMINISTRATION AND PRIME BROKERAGE

Board of Directors

The Board of Directors is responsible for the overall management and control of the Company inaccordance with its Memorandum and Articles of Association. However, the Board of Directors hasdelegated the authority to make or approve any investment decisions to the Investment Manager pursuant

to the investment management agreement and the day-to-day administrative functions of the Company tothe Administrator pursuant to the administration agreement, in accordance with its powers of delegationas set out in the Articles of Association. The Board of Directors will review, on a periodic basis, theperformance of the Investment Manager and the Administrator.

The Board of Directors of the Company consists of Aogan Foley, Paul Sullivan, Pierre Kladny, WolfgangGraebner, Jonathan Schwartz, Ian Cooper and Claus Helbig. The Directors have been appointed for anindefinite period of time.

The general meeting of shareholders of the Company may by simple majority of the votes cast remove aDirector from office and appoint a person who is willing to act to be a Director either to fill a vacancy oras an additional Director. The Board of Directors may also a appoint new Directors, provided that the

appointment does not cause the number of Directors to exceed any number fixed by or in accordance withthe Articles of Association of the Company as the maximum number of Directors. The number ofDirectors (other than alternate Directors) is not subject to a maximum unless otherwise resolved by thegeneral meeting of shareholders of the Company by simple majority of the votes cast.

Biographical information of the Directors is set forth below.

Aogn Foley (Ireland)

Mr Foley has been Managing Director of Incisive Capital Management (ICM) since 2004. ICM is aninvestment manager specialising in credit investments, and was purchased by Mr. Foley from HVB AG inNovember, 2007. Prior to this from 2001 to 2003, Mr Foley was Chief Executive Officer and Director,West End Capital Management Dublin (WECM). Through WECM, he designed and set up a creditinvestment vehicle, Rathgar Capital Corporation (RCC) in December 2001. RCC was rated byMoodys and Standard and Poors and was the first such vehicle to be set up outside London and NewYork at the time. RCC was sold to the New York branch of West LB at the end of 2003. From 1999 to2001, he was Head of Credit Structuring, General Re Financial Products (GRFP) where he wasresponsible for designing and structuring credit products for GRFP in Europe. From 1995-1999, he wasHead of Fixed Income Structured Finance for Lehman Brothers International (Europe). He is a CharteredAccountant by training.

Paul Sullivan (Ireland)

Mr. Sullivan has, from February 2002 to date, been a non-executive director of a number of Irish basedinvestment funds as well as an independent financial adviser specialising in treasury, financial riskmanagement and the management of sovereign debt. Prior to 2002, he spent over ten years as anexecutive director of the Irish sovereign debt management office at the National Treasury ManagementAgency (NTMA), which he helped to establish in 1991. Before joining NTMA in 1991, he was for overten years a Vice President at Chase Manhattan Bank. He is an economist by professional background,with postgraduate degrees in economics and in finance.


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Pierre Kladny

Pierre is an experienced practitioner in the area of private equity and private equity advisory withparticular expertise in the IT and medical technology sectors. Pierre was educated in Switzerland wherehe gained an M.Sc. in Electrical Engineering at Ecole Polytechnique Federale de Lausanne. Followinguniversity he raised CHF 2 million in venture capital funding in order to establish a company developinga neural network processor. He went on to found three other companies in the IT sector before joining

Lombard Odier Darier Hentsch & Cie (Geneva) as Head of Private Equity Advisory Services in 2002. In2005 Pierre left Lombard Odier to establish his own private equity advisory company ValleyRoad CapitalSA (Geneva) which he continues to run today. In addition, Pierre was a member of the board and theinvestment committee of Minicap Technology Fund (2003 2005), Renaissance Tech I Fund (2003 2005) and Renaissance Tech II Fund (20032005). He was also a member of the investment committeeof LODH Immunology Biotech Fund Investment (2003 2005), a member of the board of PolandInvestment Fund (2004 2005) and a member of the Advisory Board of LODH Infology Fund Tech(2005). Pierre is former a chairman of K & K Ingnieurs-Conseils SA Engineering Company, ValleyRoadCapital SA, Reuge SA, International Capital Group; and currently serves as a board member of GulhivairHolding, Adax SA, Springboost SA and Gradum Ltd; and as a manager and board member of CapDPrivate Equity and CapDev Ltd.

Wolfgang Graebner

Dr. Wolfgang J.L. Graebner was managing partner and member of the Vorstand of BHF-BANK, aleading German merchant bank, from 1978 to 1996, and subsequently a member of its advisory boarduntil 2000. He was a member of the supervisory board of the German Financial Future Exchange since itsinception in 1991, and also sat on the German Central Capital Market Committee. Dr. Graebnerrepresented BHF-BANK on various supervisory boards of German Companies. In addition, he has beenfor many years chairman of the supervisory board of BHF-BANKs industrial holding company AGIV,with annual sales of close to DM 10 billion and workforce of 38,000. Other directorships include ClubMditerrane S.A., Andritz AG., as well as Mediobanca S.p.A. and Credito Italiano S.p.A., where he hasbeen on the executive committees for many years. He served from 1997 to 1999 as senior advisorinvestment banking to Bankers Trust in Germany and from 1999 to 2004 as Member of the ExecutiveCouncil of Compass Partners International, London, a leading European private equity firm. In 2002 hewas appointed chairman of the board of Easetec AG, a company developing software for thesecuritisation industry (until 2004). He was a board member of Procter & Gamble Holding GesellschaftmbH from April 1983 through November 2010, and still is a member to the international advisory boardof Nordic Mezzanine Ltd since 2002.Before becoming a banker, he was Assistant Professor at CologneUniversity where he received his Ph.D. with highest honours as well as his MBA.

Jonathan Schwartz

Jonathan has a twenty-five year career in investments, corporate development and company restructuring.He has worked throughout Europe, North America and Asia. Jonathan has experience with bothmanufacturing and service companies in a wide variety of sectors, including financial services, healthcare,leisure, manufacturing, media and property. Jonathan gained a BA in Literature and Economics from theNew York University. He is currently director at Alquity Investment Management, which specialises inemerging markets investing. Previously, Jonathan was a partner of Compass Partners InternationalPrivate Equity, a 1 billion private equity fund headquartered in London. Earlier in his career he wasGroup Development Director and a member of the senior management team at AMP Limited, adiversified insurance and asset management firm headquartered in Australia. Before joining the AMP, hespent fourteen years at Deloitte Consulting in both Europe and the United States, of which he was apartner for ten years, focusing on M&A, corporate development and restructuring assignments.


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Ian Cooper

Professor Ian Cooper MA, MBA, Ph.D. is Professor of Finance at London Business School, where he hasbeen a faculty member since 1978. He has also held visiting positions at the University of Chicago andAustralian Graduate School of Management. Ian has published widely in both academic and practitionerjournals, and serves on the editorial boards of a number of international journals. He has 30 years ofexperience in consulting on corporate finance and capital markets for financial institutions, corporations,

government agencies, and regulatory bodies.

Dr Claus Helbig

Dr Claus Helbig is a lawyer by profession and holds the post of Chairman of GLL Real Estate PartnersGmbH, Munich, since the inception of the company. He has held many international and Germanexecutive positions and board memberships such as General Manager International at BayerischeVereinsbank and Member of the Board at Sdwestdeutsche Landesbank. As from 1992 he concluded asuccessful senior career as Board Member and CFO of Munich Reinsurance Company, the worldsleading reinsurer. He acts as Chairman of Bankhaus August Lenz & Co. AG, Munich, a Member ofGruppo Mediolanum, Italy, and was for ten years a member of the Supervisory Board of AUDI AG, theGerman premium car manufacturer. He is member of the Supervisory Board of Deutsche Asset

Management, member of Deutsche Bank Group, and member of the Board of Director of the SwissHelvetia Fund, New York. He is also a member of the European Advisory Board of Booz & Co, theleading international Management Consultant and Member of the Board of Socit Horlogre ReconvilierSA. Zug/Switzerland.

The Articles of Association of the Company provide that, so long as the nature of their interest is or hasbeen declared at the earliest opportunity, a Director or prospective Director may enter into any contract orarrangement with the Company and such contract or arrangement shall not be liable to be avoided and theDirector concerned shall not be liable to account to the Company for any profit realized by any suchcontract or arrangement by reason of their holding of that office or the fiduciary relationship soestablished and may hold any other office or place of profit with the Company (except that of auditor) inconjunction with the office of Director on such terms as to tenure of office and otherwise as the Board ofDirectors may determine. Pursuant to Irish company law, the nature of his interest must be declared byhim at the meeting of the Directors at which the question of entering into the contract or arrangement isfirst taken into consideration, or if the Director was not at the date of that meeting interested in theproposed contract or arrangement, then at the next meeting of the Directors held after he becomes sointerested, and in a case where the Director becomes interested in a contract or arrangement after it ismade, at the first meeting of the Directors held after he becomes so interested.

The Articles of Association of the Company provide certain rights of exculpation and indemnification infavor of Directors and officers of the Company against legal liability and expenses if such persons didnot, in connection with the matter giving rise to a particular claim, engage in negligence or willful defaultin the performance of their duties. Further provisions regarding the Directors are included in the Articlesof Association of the Company.

The Board of Directors may change any of the Company's service providers without the consent of thegeneral meeting of shareholders of the Company. In addition, the remuneration being paid to serviceproviders by the Company (and any other term of their respective service agreements) may be amendedby the mutual consent of the Board of Directors and the relevant service providers. Any increase in feesof service providers beyond that stated in this document will be notified to Shareholders in advance, savein the case of an increase in the Investment Management or Performance Fee, which must be approved byShareholders in advance.

Investment Manager


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Administrator, Registrar and Transfer Agent

Quintillion Limited acts as administrator of the Company pursuant to an administration agreement dated [ ]. 2011(Administration Agreement). The Administrator is responsible, under the supervision of theDirectors, for providing administrative services required in connection with the Companys operations,including maintaining the financial records of the Company, compiling and publishing the net asset value

of each Segregated Portfolio, providing registrar services in connection with the issue, transfer andrepurchase of Shares, collecting subscription payments and disbursing repurchase payments. TheAdministrator will also value the assets of the Subsidiary on an ongoing basis. The Administrator is aprivate limited company and an independent fund administration company.

The Administrator offers a range of outsourced accounting and investor services solutions to the hedgefund community and is a limited company authorised by the Central Bank under the InvestmentIntermediaries Act, 1995.

The Administrator provides services to collective investment schemes established in a number ofjurisdictions.

The Administration Agreement may be terminated by either party on 90 days written notice or forthwithby notice in writing in certain circumstances such as the insolvency of either party or unremedied breachafter notice.

The Administrator will be responsible for, inter alia, communicating with Shareholders, maintaining theCompanys financial and accounting records, determining the Net Asset Value and the Net Asset Value

per Participating Share, serving as the Companys agent for and on behalf of the PS Segregated Portfoliofor the issue and redemption of Participating Shares of the PS Segregated Portfolio, acting as registrar ofthe Company, preparing financial statements, arranging for the provision of accounting, clerical, companysecretarial and administrative services, maintaining corporate records, and disbursing payments of fees.

The Administrator is not responsible for ensuring compliance by the Company for and on behalf of the PSSegregated Portfolio with the investment policy and restrictions set out in this Memorandum. TheAdministrator is a third party service provider to the Company for and on behalf of the PS Seg