Legal
Regulatory Disclosures
Scope
These regulatory notices apply to the information provided on this website concerning ALIS Capital Management S.à r.l. and EcoTrust Debt Capital SCSp. The website serves the general presentation of the Manager, the investment strategy and the intended fund structure. It is addressed exclusively to institutional and professional investors.
Fund structure
EcoTrust Debt Capital SCSp is a closed-ended Luxembourg alternative investment fund in the legal form of a société en commandite spéciale under the Luxembourg law of 10 August 1915 on commercial companies, as amended. The SCSp is a contractually organised limited partnership without separate legal personality; the rights and obligations of the General Partner and the Limited Partners are set out in the Limited Partnership Agreement.
The Fund is structured as a non-authorised alternative investment fund and is not subject to product-specific authorisation or ongoing product supervision by the Commission de Surveillance du Secteur Financier (CSSF). EcoTrust is, in particular, not a UCITS, SIF, SICAR, RAIF or an undertaking for collective investment under Part II of the Luxembourg law of 17 December 2010.
General Partner and Manager
ALIS Capital Management S.à r.l. is a Luxembourg société à responsabilité limitée with registered office at 16, rue des Capucins, L-1313 Luxembourg, Grand Duchy of Luxembourg. It acts as General Partner and Manager of EcoTrust Debt Capital SCSp.
Under the intended fund structure, ALIS Capital Management is subject to the Luxembourg registration regime for alternative investment fund managers below the relevant thresholds pursuant to Article 3(3) of the Luxembourg law of 12 July 2013 on alternative investment fund managers. This registration regime operates at the level of the Manager. It does not correspond to a full authorisation as an alternative investment fund manager under Chapter 2 of the Luxembourg AIFM Law and involves no supervisory review or approval of individual investments or fund interests by the CSSF. The specific registration status and the definitive regulatory classification are disclosed in the final fund documents.
Professional investors
Information about EcoTrust Debt Capital SCSp is addressed exclusively to professional investors within the meaning of Annex II of Directive 2014/65/EU (MiFID II) and to investors who can be assigned to a comparable professional investor category under the applicable national rules. This may include regulated financial institutions, insurance companies, pension funds and pension institutions, investment funds, asset managers, institutional corporates, foundations and appropriately qualified family offices.
The regulatory classification and subscription eligibility of each investor are reviewed and documented during onboarding on the basis of the applicable jurisdiction. This website and the information it contains are not intended for retail investors.
Distribution restrictions
Information on EcoTrust is provided only in jurisdictions where its provision, the approach of potential investors and any subscription are legally permissible. Access to this website or to individual information does not constitute an authorisation of the Fund for distribution in the user's jurisdiction. Persons accessing this website are themselves responsible for observing the legal, regulatory and internal restrictions applicable to them. ALIS Capital Management may make access to further information, the data room or the subscription process conditional on confirmation of professional investor status, country of domicile and the relevant regulatory requirements.
General information
The contents of this website serve general information purposes only. They constitute, in particular, no public offer, no offer to sell or subscribe for a fund interest and no solicitation of such an offer. The website contains neither investment advice nor legal, tax, regulatory, accounting or other professional advice. The information provided takes no account of the individual investment objectives, liability structures, regulatory requirements or financial circumstances of any particular investor. Potential investors should review the legal, tax, regulatory and economic implications of an investment together with their own advisers.
Basis of any investment decision
An interest in EcoTrust may be acquired solely on the basis of the final fund and subscription documents, in particular:
In the event of discrepancies or contradictions between this website, presentations, factsheets, due-diligence materials, oral statements and the final fund documents, the final fund documents prevail. Acceptance of a subscription occurs exclusively in accordance with the final fund documents and the applicable legal and regulatory requirements.
Target returns and model assumptions
Return targets, preferred returns, interest margins, distributions, investment volumes, lending parameters or other economic figures stated on this website are targets or indicative figures. They rest on assumptions concerning market conditions, deployment speed, financing structure, credit defaults, recoveries, interest, fees, fund costs, capital calls and repayments. Target returns constitute neither a promise nor a guarantee of any particular return, distribution, capital repayment or performance. Actual results may differ materially from the targets and model assumptions presented.
Forward-looking statements
Individual contents of this website may contain forward-looking statements, including statements on market development, investment pipeline, fund size, capital allocation, return expectations, refinancing, enforcement and future regulatory development. Forward-looking statements rest on current expectations, estimates and assumptions and are subject to economic, financial, legal, regulatory and market uncertainties. Actual developments and results may differ materially. ALIS Capital Management assumes no obligation to update forward-looking statements on an ongoing basis unless legally or contractually required.
Investment risks
An investment in EcoTrust involves substantial risks. Investors may lose the capital invested in part or in full. Material risks include in particular:
Land charges, guarantees, share pledges, receivables assignments, covenants and other security rights can reduce the risk of loss. They guarantee neither full repayment nor any particular recovery proceeds. The complete description of the material risks is contained in the final fund documents.
Illiquidity and capital commitment
EcoTrust is designed as a closed-ended fund. Interests carry, in principle, no ordinary redemption right during the fund term. There is generally no liquid secondary market for fund interests; transfers are possible only under the Limited Partnership Agreement and in compliance with applicable regulatory, tax and anti-money-laundering requirements. Investors must be able to meet their commitment in line with contractual capital calls and to commit the invested capital for the term of the Fund.
Valuation
The valuation of credit positions and property-related collateral rests on the applicable accounting and valuation principles and the valuation procedures established for the Fund. Valuations may rest on amortised cost, discounted-cash-flow models, market data, credit spreads, collateral values, sponsor developments and other observable or model-based parameters. For illiquid credit positions, continuous market prices are generally unavailable; valuations therefore contain estimates and judgements that may change materially with market, credit or collateral conditions. External valuations and the audit of the annual accounts support the valuation and control processes; they are no guarantee of actually achievable sale or recovery proceeds.
Performance and track record
EcoTrust Debt Capital SCSp is a newly established investment vehicle. Historical performance at fund level begins with the first closing and subsequent investment activity. Experience, transaction volumes or project data from prior activities are attributed to the responsible person, former mandate or platform concerned; they do not constitute historical performance of EcoTrust Debt Capital SCSp or ALIS Capital Management S.à r.l. Past experience and results permit no reliable conclusion as to the future performance of the Fund.
Conflicts of interest
Actual, potential or perceived conflicts of interest may arise in connection with the management of the Fund — in particular regarding the allocation of investment opportunities, co-investments, successor vehicles, related-party transactions, parallel advisory mandates, personal interests and the appointment of external service providers. ALIS Capital Management handles such matters under the intended conflict-of-interest and allocation principles. Material conflicts are documented, managed and disclosed to the competent decision-making bodies or investors in accordance with the fund documents.
Tax treatment
The tax treatment of an investment depends on the structure of the Fund, the investments made and the individual circumstances and residence of each investor. Statements on this website concerning tax treatment are of a general nature and replace no individual tax advice. Tax laws, administrative practice and double-taxation treaties may change during the fund term and affect an investor's economic results.
Data and external sources
Market, transaction and industry data may derive from public sources, databases, market studies, expert opinions or third-party information. ALIS Capital Management selects such sources on professional grounds; no responsibility can be assumed for the completeness, currency or accuracy of external information. Links to external websites serve supplementary information only; ALIS Capital Management is not responsible for their content or availability.
Confidential information
Materials in the due-diligence data room may contain confidential information about the Fund, the Manager, potential borrowers, sponsors, collateral and transactions. Access occurs solely on the basis of a confidentiality agreement and the relevant access authorisation. Data-room contents may be used only for the assessment of a potential investment in EcoTrust.
Currency and amendments
The information on this website reflects the position as at the stated update date. Fund structure, terms, service providers, investment pipeline, regulatory status and economic parameters may be adjusted until the final fund documents are completed. ALIS Capital Management may update, supplement or remove contents of this website at any time.
Contact
Questions regarding these regulatory notices, the fund structure or access to further documentation may be addressed to:
ALIS Capital Management S.à r.l.
16, rue des Capucins
L-1313 Luxembourg, Grand Duchy of Luxembourg
investor-relations@alis-capital.com · www.alis-capital.com