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Top activist stories 8

  1. 1. A REVIEW OF FINANCIAL ACTIVISM BY GENEVA PARTNERS April 3rd,2013TOP ACTIVIST STORIES N°8Warren Buffett’s Berkshire Hathaway Inc. (BRK/A) is poised to become one of Goldman Sachs Group Inc. (GS)’slargest shareholders without paying anything after the companies agreed on a plan to settle warrants grantedat the height of the 2008 financial crisis.1GENEVA PARTNERS – 33 Quai Wilson – 1201 Geneva – Switzerland – Tel. : +41/22 906 95 95 – – www.geneva-partners.comSwedish business is being cast as a model for long-term stability and growth.Finnish engineering company Metso Oyj is studying the possible spin-off of its pulp, paper and power (PPP)unit, saying the divestment could boost growth and sending its shares sharply higher.Nelson Peltz, one of America’s most popular corporate raiders could lead a $170 billion (£112 billion) mergerbetween PepsiCo, Inc. (NYSE:PEP) and Cadbury-owner Mondelez International Inc (NASDAQ:MDLZ) afterpassively buying major stakes in the two consumer giants.It has been a bad few weeks for the cult of the Supreme Leader.Scandinavia : Model managementBerkshire to Pay Nothing to Be Among Top Goldman Sachs HoldersBoards and CEOs : no one’s indispensableFinlands Metso bows to activist investor with spinoff planNelson Peltz May Be Planning $170B Merger Between Pepsi & Cadbury
  2. 2. A REVIEW OF FINANCIAL ACTIVISM BY GENEVA PARTNERS April 3rd,2013TOP ACTIVIST STORIES N°82GENEVA PARTNERS – 33 Quai Wilson – 1201 Geneva – Switzerland – Tel. : +41/22 906 95 95 – – www.geneva-partners.comScandinavia : Model managementBy Richard MilneMarch 20th, 2013Swedish business is being cast as amodel for long-term stability andgrowth.The two men joke, finish each other’ssentences and defend the other fromattack. “You start!” jokes one whenthe subject turns sensitive.But behind this veneer ofcamaraderie, the two are rivals: BörjeEkholm and Anders Nyrén are two ofSweden’s most importantbusinessmen, heading the holdingcompanies that together controlmore than half of Stockholm’s stockexchange.For the first time in the 69 years thattheir two companies – MrEkholm’s Investor and Mr Nyrén’sIndustrivärden – have existed side byside their chief executives haveagreed to give a joint interview.The subject that has brought themtogether is the Swedish model ofactive ownership of companies – thedistinctive way Sweden has placedcorporate power not withmanagement but with shareholderswho are obliged to elect boarddirectors and be involved in bigstrategic decisions.With a structure that promotes long-term thinking, the Swedish model isattracting interest worldwide fromregulators and governments lookingto head off financial crashes. Somethink that adapting the model’stenets could reduce the short-termthinking that can damage companies,while also boosting local industry.Both chief executives say the successof a country of just 10m people, hometo world-beating companies suchas Volvo, Electrolux, Ericsson,Handelsbanken and Atlas Copco (allInvestor or Industrivärden holdings),owes much to the stability that comesfrom instilling so much power in theowners.“The key thing, if you lookphilosophically at developing abusiness, is the long-termproposition,” says Mr Ekholm. “Youwant to look at building a companynot in a quarter or six months or evena year; it’s a longer process. I thinkwhat Industrivärden and Investor canprovide is the stability for thecompany to focus on the long-termand instead maybe becomeunpopular in the short term.”After being overshadowed by the US-UK practice of corporate governance,where control is vested withmanagement, the Swedish model isnow being studied for the way itempowers shareholders. Evenfeatures such as dual-class structures– the infamous A and B shares thatgive extra voting rights to certaininvestors – are being revisited. Somegovernance experts are endorsing theidea of giving long-term shareholdersbigger dividends.Mr Nyrén says: “You see a totalchange in the opinion. Why? Becausewe’ve had this crash and everyone istrying to find the mechanism wherebyyou’re encouraging long-term activeownership. A and B shares calls forexactly that.”The interest in Sweden’s approachcomes as the debate over ownershipand shareholder rights is reignitingacross the western world before thelatest season of annual generalmeetings. The Kay Review in the UKlooked at how to encourage long-term investment, while manycountries, led by Switzerland, aretrying to give investors a stronger sayon pay.Even Norway’s national oil fund isconsidering taking a more activeapproach to ownership, starting withits Swedish holdings.Despite the focus on Sweden, a bigquestion remains: is its approach toownership exportable or is itintrinsically, uniquely Swedish?There is little doubt of the importanceof the impact of long-term ownershipon Sweden. For some it underpins notonly the country’s successful exportsectors, but also the Nordic modelitself by allying financial performanceto the long-term interests of society.Anders Borg, Sweden’s financeminister, says the country took therole of owners for granted severaldecades ago, prompting someentrepreneurs such as IngvarKamprad of Ikea and Hans Rausing ofTetra Pak to leave the country. Thesedays the appreciation of strongowners has returned.“You don’t need an anonymousmutual fund or investment fund, youneed strong owners with a name,with a responsibility and a clear role... to be there in times of crisis and toprovide new management if that isnecessary. So I think we haveseriously undervalued the role ofownership in general in our westernsociety,” says Mr Borg.Between them, Investor, the holdingcompany for the powerful Wallenbergfamily, Industrivärden and a smallerWallenberg foundation have stakes incompanies that have a combinedannual turnover of SKr2,200bn($341bn) and employ 1m workers.It is not just about size. Industrivärdenand Investor point to theperformance on a one-, five-, 10- and20-year basis, with both companiesdelivering a return that is better thaneither the Stockholm stock ….
  3. 3. 3GENEVA PARTNERS – 33 Quai Wilson – 1201 Geneva – Switzerland – Tel. : +41/22 906 95 95 – – www.geneva-partners.comexchange or a broader Europeanindex.Mr Ekholm stresses that whileInvestor always has a long-termobjective, “we’ll be terriers in theshort term on how you run thebusiness”. He adds: “I often get askedthe question: ‘Isn’t this long-termfocus just a way to hide? You don’thave to perform because you say it’sfive to 10 years out.’ But I disagreefundamentally. It’s about where theobjective is. Then there is a pathyou’re going to execute to reach thatobjective. That you can evaluateevery day.”The two exercise their power throughnomination committees, in which thelargest shareholders propose boardmembers and set general pay policyfor the annual meeting of investors tovote on. Investor or Industrivärdenwill often therefore receive thechairmanship of the board. Thisstands in contrast to the Anglo-American model where dispersedownership among thousands ofinvestors means shareholders usuallyhave little power, with votes at annualmeetings often resembling Soviet-eraelections. Instead, both managementand the board are subject to far lessoversight than in Sweden. Some areseeking to change that UK-USapproach.Cevian Capital, Europe’s largestactivist investor (which happens to bebased in Stockholm), sent asubmission to the Kay Review arguingthat the ability of the board tochallenge management has become“increasingly ineffectual”. Cevianpointed out that from 2006 to 2010not a single director proposed by aFTSE 350 company was voted down.Christer Gardell, the co-founder ofCevian, says active ownership is acrucial element in making the Swedisheconomy successful. “Shareholderstake responsibility for the company.The accountability between the boardand shareholders is also very clear,”he says. He argues that involvingshareholders actively in thenomination process for UK boardswould be hugely beneficial.One consequence is that the power ofmanagement has more checks on it.Ronnie Leten, chief executive of AtlasCopco, the industrial group that isInvestor’s largest single holding, saysstrategy is always discussed jointlywith the board. “You have to shareyour power. You have to justifyyourself in your own way. WhatInvestor brings is the continuity. Weagree on a strategy and then: ‘Let’sdo it’.”. . .Both Industrivärden and Investoroperate discretely, preferring to dealwith issues within nominationcommittees and the boardroomrather than in public. They use theirlong heritage and broad industrialknowledge to offer support todirectors. Mr Nyrén says his companyis there as a sounding board for bothmanagement and the board all thetime.“That’s where you find the trueinfluence is based on trust, not oncorporate governance or anything.And you earn your trust,” he adds. Adecade ago, in an example of howIndustrivärden makes tough decisionsbehind closed doors, it helpedEricsson change the management andboard, and support a rights issue.But the chief executives agree thatthe Swedish model may be difficult toimplement abroad.Mr Nyrén underlines how Sweden’sapproach grew out of a history ofconcentrated ownership, first frombanks and now holding companies.Mr Ekholm says requiringshareholders who have investmentsin hundreds or thousands ofcompanies to vote on all theirholdings could be counter-productive.Often those investors rely on theadvice of proxy advisory companies totell them how to vote, a situation MrEkholm compares to that of creditrating agencies. “Has that made theshareholder base more long-term,business friendly and sure to drive thedevelopment of the companies? No.”Both men argue that the limited timehorizons of the typical UK or USinvestor mean it would be difficult toemulate the Swedish approach.“That’s why you can’t copycat theSwedish system and put it in London,”says Mr Ekholm. Mr Nyrén adds: “Andyou cannot copycat London and put ithere.”. . .Under proposals being floated byBrussels, long-term shareholders inEU companies could be givenenhanced voting rights and higherdividends. But the proposals arecontroversial in countries such as theUK and Germany with Hermes, theLondon-based activist investor,warning in a previous consultation: “Atoo cosy relationship between thecompany and its long-termshareholders often translates into atoo close relationship between thecompany and its dominantshareholders, to the detriment of theinterests of smaller ones.”Equally, both CEOs are aware of howfashion waxes and wanes with theSwedish model, which was highlyunpopular before enjoying itsmoment of fame. Its time in thespotlight does not mean the system isperfect.Mr Gardell, for all his praise, isvehement in his criticism of A shares,which can give holding companies upto 100 times more voting rights pershare than a B stockholder. “Theadvantage could be that they coulddevelop these companies long-term.The disadvantage is that,philosophically and fundamentally,control should be protected bycompetence not by preference votingrights. You should always be able tochallenge incompetence,” he says.One example he points to is SCA, anIndustrivärden holding with separateforestry and personal care businesses.“They should have undertaken therestructuring and separation of thepaper business from the hygienebusiness 10 years ago. They were ableto postpone it because peopleweren’t able to challenge it,” heargues. Mr Nyrén is having none of it.“I was visited a lot in the early 2000sby a number of hedge funds inLondon that told me that we were sostupid not breaking SCA apart. Thesame guys are sitting in the office nowsaying: ‘Thank you for being so …..
  4. 4. 4GENEVA PARTNERS – 33 Quai Wilson – 1201 Geneva – Switzerland – Tel. : +41/22 906 95 95 – – www.geneva-partners.comsmart’.”.Critics also point to the discount theholding companies trade at – typically10-40 per cent lower than the valueof their stakes – as evidence that theirapproach is far from ideal. But MrEkholm says the discount is lessimportant over long periods of timeas it tends to be fairly stable.They both argue that the Swedishmodel allows them and theircompanies to emphasise the long-term rather than pushing for short-term measures such as a break-up ora special dividend.Mr Ekholm says: “If you’re going tobuild a strong company, it’s aboutfocusing on what are the right long-term decisions, and actually theSwedish model gives you that ability.”Berkshire to Pay Nothing to Be Among Top Goldman Sachs HoldersBy Noah Buhayar and Christine HarperMarch 26th, 2013Warren Buffett’s Berkshire HathawayInc. (BRK/A) is poised to become oneof Goldman Sachs Group Inc. (GS)’slargest shareholders without payinganything after the companies agreedon a plan to settle warrants grantedat the height of the 2008 financialcrisis.Berkshire had the right to buy 43.5million Goldman Sachs commonshares for $115 apiece until Oct. 1.Under a deal announced by thecompanies today, Buffett’s firm willget Goldman Sachs stock equal to thedifference between the averageclosing price during the 10 tradingdays before Oct. 1 and the exerciseprice, multiplied by 43.5 million.The new deal reduces some of the riskfor Berkshire, which would have hadto spend about $5 billion to exercisethe warrants and then sell the shares-- about 9 percent of the bank’soutstanding stock -- to cement aprofit. For Goldman Sachs, the fifth-biggest U.S. bank by assets, the planseals Berkshire’s participation as ashareholder in the company andreduces the dilution for otherinvestors.“To buy the 43 million and sell themto reap the profit would havesubstantial transactional cost,” saidRichard Cook, co-founder of Cook &Bynum Capital Management LLC inBirmingham, Alabama, whichoversees Berkshire shares. “Goldmanhas avoided the dilution.”Restored ConfidenceThe new agreement also meansBerkshire is depending on GoldmanSachs stock remaining above $115 inthe final 10 trading days ofSeptember. The shares last fell belowthat level in November. GoldmanSachs gained 43 cents, or 0.3 percent,to $146.54 at 4 p.m. in New York. Thebank has advanced 15 percent thisyear and rose 41 percent in 2012.Goldman Sachs turned to Buffett, acult figure in the investing world, toshore up its capital and restoremarket confidence after the firm’sstock tumbled and borrowing costsspiked following the Sept. 15, 2008,collapse of Lehman Brothers HoldingsInc. News of Berkshire’s investmentalso helped Goldman Sachs raise$5.75 billion from a stock offering intwo days.Buffett, 82, invested $5 billion forpreferred stock with a 10 percentdividend in 2008 and received thefive-year warrants. Goldman Sachspaid Omaha, Nebraska-basedBerkshire a 10 percent premiumwhen it redeemed the preferredshares in 2011.“We are pleased that BerkshireHathaway intends to remain a long-term investor in Goldman Sachs,”Lloyd C. Blankfein, 58, the New York-based bank’s chairman and chiefexecutive officer, said in thestatement.‘Better Place’If the warrant agreement announcedtoday were struck based on theaverage stock price of the 10 tradingdays through yesterday -- $150.16 --Berkshire would receive $1.53 billionof stock. That would be equal toabout 10.4 million shares, based ontoday’s closing price.Buffett is “putting up less capital thanhe otherwise would have,” Cook saidin a phone interview. “Buffett mustfeel like he has a better place todeploy the capital” than in GoldmanSachs stock.Buffett didn’t immediately respond toa request for comment sent to anassistant.Berkshire’s cash hoard was about $47billion at the end of December. Sincethen, he has committed about $12billion toward a deal with Jorge PauloLemann’s 3G Capital to take ketchupmaker HJ Heinz Co. (HNZ) private.Goldman Sachs’s partners, the mostsenior employees at the firm, ownedabout 57.8 million shares, or about11.6 percent of the stock, as of Feb. 1,according to a regulatory filing.Stress TestThe warrant deal adds Goldman Sachsto Berkshire’s common- stockinvestments in U.S. banks includingmore than $16 billion of Wells Fargo& Co. (WFC) and $2.1 billion of U.S.Bancorp. (STL) Berkshire also has apreferred stake and warrants in Bankof America Corp., the second-largestU.S. lender.An annual evaluation by the FederalReserve completed earlier this monthfound that Goldman Sachs’s Tier 1common equity could fall to 5.8percent of its risk-weighted assets in asevere economic downturn, justabove the 5 percent minimum.The Fed also ordered Goldman Sachsand JPMorgan Chase & Co., theworld’s two biggest trading firms, toresubmit their plans for managingcapital by the end of September toaddress weaknesses in their planningprocesses. The so-called stress testsmay have played a part in Buffett’s …..Source : The Financial Times
  5. 5. 5GENEVA PARTNERS – 33 Quai Wilson – 1201 Geneva – Switzerland – Tel. : +41/22 906 95 95 – – www.geneva-partners.comBoards and CEOs : no one’s indispensableMarch 15, 2013It has been a bad few weeks for thecult of the Supreme Leader. PopeBenedict quit in the Vatican. KimJong-eun ranted and raved in NorthKorea (in between basketball gameswith Dennis Rodman). And Tom Wardlooks to be on his way out atSandRidge Energy after an activistshareholder targeting governance andexorbitant pay secured four seats thisweek on the company’s board. This isnot only evidence that investors cansometimes bestir themselves; it is ablow against the notion of theindispensable chief executive.Mr Ward has appeared to runSandRidge on his own terms duringthe past few years with a yes-manboard behind him. Activist investorTPG-Axon, which built a 7 per centstake in the Oklahoma City-basedexplorer, took aim at his $150m payover the past five years, as well as acost base considered far too high for acompany capitalised at just $2.8bn.He is not the only boss to have hiswings clipped. Nabors Industries, asupplier of drilling rigs, has caved in topressure from Calpers and otherpension funds to reduce the pay ofchief executive Anthony Petrello.The backlash against oil and gasindustry chief executives, whetherover pay or performance, began lastyear at Chesapeake Energy, wherefounder and chief executive AubreyMcClendon is quitting after 24 years.But the habit of indulging chiefexecutives is not confined to the oiland gas exploration business. Drugsgroup Novartis wanted to give itsdeparting chairman Daniel Vasella$78m in a “golden goodbye” contractuntil angry shareholders nixed it. Andthe less said about bankers thebetter, as investors might say.Still, the habit may be particularlyprevalent in exploration, which tendsto attract outsized personalities. Afortune built on oil and gas is the verystuff of American achievement. But itis a board’s job to distinguish a chiefexecutive’s legitimate worth fromwhat his ego thinks he ought to bepaid or how he should act. A board inthrall to its chief executive is innobody’s interests, especially when itcomes with chronic share priceunderperformance. SandRidge’sshares are down 90 per cent since2008. That is an indictment of theboard as much as of Mr Ward.decision to take a smaller stake inGoldman Sachs than he was entitledto, said Jeff Matthews, a Berkshireshareholder and author of booksabout the investor.“Maybe owning that big a stake inGoldman was a position he didn’tneed to be in,” Matthews said. “It’sdifferent than owning Wells Fargo orU.S. Bancorp. It’s just a differentanimal.”Source : The Financial TimesSource : BloombergFinlands Metso bows to activist investor with spinoff planMarch 25, 2013By Jussi RosendahlFinnish engineeringcompany Metso Oyj is studying thepossible spin-off of its pulp, paper andpower (PPP) unit, saying thedivestment could boost growth andsending its shares sharply higher.The move marks the success of aneight-year campaign for change atMetso by activist investment fundCevian Capital, which first bought a 4percent stake in 2005 and increasedits holding to 8.3 percent threemonths ago.Shares in Metso were up 10.5 percentat 34.03 euros by 1458 GMT, likelygiving Cevian a substantial profit onits stake, though it was notimmediately clear what average priceit had paid. The stock rose as high as34.93 euros, its highest since April2012.The PPP unit, whose products includepaper machines and power plants,generated about 40 percent ofMetsos net sales of 7.5 billion euros($9.8 billion) last year. But itsperformance has been dogged by adownturn in paper demand.Metso, which last month posted a 3percent drop in underlying coreearnings to 196 million euros, said thedemerger would help accelerategrowth in both the new company andthe remaining units, Mining andConstruction and Automation."Clearer business structures wouldincrease the focus and ambition ofthe two companies with distinctgrowth strategies," said boardchairman Jukka Viinanen in astatement.The paper machine business, whichmakes about half of its sales of theunit being spun off, has been hit by adecline in magazines and newspapersas consumers switch to digitaldevices.Last year Metso slashed some 500jobs from its Finnish paper units,while the PPP unit overall ended lastyear with an operating margin of 4.9percent, compared with about 11percent at Metsos two other units.Analysts were positive on thedemerger."It is a good move. The PPP business isof a size that would operate well as anindependent company," said JuhaKinnunen, head of research at InderesEquity Research. "It is true that theoutlook for the paper machinebusiness is weak in the long term, butthe unit is nevertheless in a pretty …..
  6. 6. 6GENEVA PARTNERS – 33 Quai Wilson – 1201 Geneva – Switzerland – Tel. : +41/22 906 95 95 – – www.geneva-partners.comNelson Peltz May Be Planning $170B Merger Between Pepsi & CadburyBy Aman JainMarch 22, 2013Nelson Peltz, one ofAmerica’s most popular corporateraiders could lead a $170 billion (£112billion) merger between PepsiCo, Inc.(NYSE:PEP) and Cadbury-ownerMondelez International Inc(NASDAQ:MDLZ) after passivelybuying major stakes in the twoconsumer giants.Nelson Peltz has been buying sharesof both PepsiCo, Inc. (NYSE:PEP) andMondelez International Inc(NASDAQ:MDLZ), previously knownas Kraft Foods Group Inc(NASDAQ:KRFT), through his hedgefund, Trian Fund Management,according to the sources. There is noconfirmation over the exact size ofthe stakes in both the U.S.-listedcompanies; however, according to anarticle in the Telegraph so far Peltzhas paid $2 billion for the stakes.Peltz is a famous figure from Brooklynwho has an estimated worth of $1.1billion, according to Forbes. He is wellknown in the investment communityas a daring and risk-taking investorwho likes strategic change and takeon company boards.One of Peltz’s most talked aboutinvestment was in the BritishCompany, Cadbury Schweppes in late2006. His Trian Fund Managementacquired approximately 3 percentshareholding of Cadbury in 2007 afterwhich the company announced that itwould split in to two businesses – onefocused on drinks, such as Snappleand Dr Pepper, the other onconfectionery, including Dairy Milk.Another highly regarded investmentwas in Heinz, where Peltz had a proxycontest with Heinz to put fiveindependent directors on the ketchupmaker’s board. Trian succeeded atputting two directors on the boardone of them was Mr. Peltz itself.His appearance on the shareholderregister at Pepsi and MondelezInternational Inc (NASDAQ:MDLZ), islikely to send tremor through bothcompanies. Both the stocks have beenin the news lately; Mondelez andPepsi performed well last year, buttraders are estimating that as astrategy Peltz will push for the mergerof both the business.Mondelez International Inc(NASDAQ:MDLZ)’s brands includeToblerone, Cadbury chocolate andCarte Noire coffee. The business wasestablished after Kraft’s directorsannounced two years ago a shockingdecision to divide the company, whichdivided Mondelez as a global snackscompany and a North Americangrocery company, still called Kraft.Irene Rosenfeld, famous for heraggressive £12bn takeover of Cadburyin 2010 runs Mondelez. PepsiCo, Inc.(NYSE:PEP)’s brands include Walkerscrisps, Doritos and Tropicana juiceand of course Pepsi.The talks have been going around thatPeltz may ask Pepsi to pursue amerger with Mondelez InternationalInc (NASDAQ:MDLZ), but the otherpossibility may be Peltz can alsoadvice PepsiCo, Inc. (NYSE:PEP) todemerge like Kraft food. Mr. Peltz willhold the shares of both thecompanies as a passive shareholderfollowing his trend.Source : ValueWalkgood shape."The new company would be listed onthe Helsinki bourse before the end ofthis year after a spinoff which hasalready won the support of Metsosmain owners, Finnish stateinvestment arm Solidium and Finnishpension funds as well as Cevian.Cevian managing partner and Metsoboard member Christer Gardell hadfirst proposed a split in 2005, soonafter the fund acquired a 4 percentstake in the company, but the groupsother owners had rejected the idea.Investors had recently beenspeculating of a conflict betweenCevian and the state owners who aremore accommodating of perceivedlonger-term national agendas.Some private investors were unhappywith Metsos decision in Septemberto cancel an extra dividend followingjob cuts, which was seen as apolitically-driven move to appeasecriticism from union leaders andgovernment officials.Cevian declined to comment onMonday.Solidium, the biggest owner in Metsowith a stake of 11.1 percent, said thespin-off did not make sense when itwas first proposed. "Now, thebusinesses have matured. Thecompany looks pretty different thanin 2006," Solidium managing directorKari Jarvinen told Reuters.Metso shares have been trading on amultiple of 6.2 times in terms ofenterprise value against coreearnings, pricing it at a 31 percentdiscount to peers on an averagemultiple of 8.9 times, according toThomson Reuters StarMine.Morgan Stanley said in a note toclients that the market may havebeen too pessimistic on the paperbusiness. "Although graphic paperdemand is falling in Europe and NorthAmerica, tissue and containerboardkeeps growing," its analysts wrote.Under the demerger plan, Metsosowners will receive shares in the newcompany in proportion to their stakesin the group. The move would besealed at a shareholder meetingduring the second half of this year.Cevian, which recently raised its stakein Denmarks Danske Bank, is also ashareholder in companies includingtruck maker Volvo.Cevian says on its website it has morethan 6 billion euros undermanagement and describes itsstrategy as to invest in companieswhere there is a "meaningfulopportunity to enhance ... long-termvalue by improving corporategovernance, operationalperformance, corporate strategy andstructure."Source : Reuters
  7. 7. 7GENEVA PARTNERS – 33 Quai Wilson – 1201 Geneva – Switzerland – Tel. : +41/22 906 95 95 – – www.geneva-partners.comThis newsletter has been prepared by, and is subject to the copyright of, Geneva Partners S.A. (Geneva Partners).This newsletter is confidential and has been furnished to the intended recipient solely for such recipient’s information and private useand may not be referred to, disclosed, reproduced or redistributed, in whole or in part, to any other person.This newsletter has been prepared on the basis of information provided to Geneva Partners and publicly available information. Thisinformation has not been independently verified by Geneva Partners. This newsletter does not constitute a due diligence review andshould not be construed as such. No representation or warranty as to this newsletters accuracy, completeness or correctness is madeand no reliance should be placed on the accuracy, completeness or correctness thereof. The information contained, and any opinionsexpressed, in this newsletter are subject to change at any time and Geneva Partners is under no obligation to inform the intendedrecipient or any other person of any such change.Geneva Partners accepts no responsibility or liability whatsoever in relation to this newsletter (including for any error or in relation tothe accuracy, completeness or correctness of this newsletter). The exclusion of liability provided herein shall protect Geneva Partners,its officers and employees in all circumstances.This newsletter is not intended to form the basis of any investment decision and does not constitute or form part of any offer to sell oran invitation to subscribe for, hold or purchase any securities or any other investment, and neither this newsletter nor anythingcontained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever. This newsletter isnot, and should not be treated or relied upon as investment research or a research recommendation under applicable regulatory rules.Geneva Partners is a member of the Swiss Association of Asset Managers (SAAM).Franck Berlamont Jean-François Bassignot