News

On February 26, 2016 Komax Holding AG disclosed the agenda items put forward by VERAISON SICAV for the coming AGM on May 12, 2016. VERAISON SICAV requested that two well-known and proven financial experts be elected to the Board of Directors for complementary reinforcement. According to the statement of Komax Holding AG, the Board will examine this request and take a position in due course. We would like to take this opportunity to express our thanks for the continuously constructive dialogue with the Board and also for this opportunity to further explain our reasoning in a transparent manner. We sincerely hope to be able to convince the Board of our position for the following reasons.

VERAISON sees significant potential for entrepreneurial value enhancement at Komax. As a high-quality Swiss company and global leader in an attractive business, Komax has already built up an excellent foundation for continued success. VERAISON is convinced that Komax has a great future ahead of it as an independent Swiss company, ensured largely by its unique market position and strong culture.

We very much welcome the steps taken by Komax in recent years to renew its Board of Directors. There is one point, however, where VERAISON and the Komax Board are not yet fully aligned. The Komax Board communicated on January 19, 2016 that it considers a board of only 5 members to be optimal. VERAISON is of the opinion that such a reduced Board would not provide the necessary complementarity to fully develop a global company like Komax. In addition, we believe that a balanced composition of the Board’s committees would also be very difficult.

The Board of Directors of Komax has undisputed industry expertise. However, to take full advantage of current and future market opportunities, it must be ensured that the company is optimally positioned to fully leverage best-in-class capital allocation as well. For this purpose, VERAISON, currently the largest shareholder of Komax, considers it to be absolutely essential that the Board of Directors be reinforced with two experienced and independent financial professionals. VERAISON therefore proposes that Andreas Herzog, CFO of the Bühler Group, and Gerard van Kesteren, former CFO of Kühne + Nagel, be elected to the Board.

VERAISON Capital AG, Zurich, has acquired for the VERAISON SICAV – Engagement Fund a 3.317% stake in Ascom Holding AG, Baar. This corresponds 1’194’184 registered shares.

Link to SIX disclosure

VERAISON supports the Komax board of directors in its decision to propose at the next AGM to increase the registration and voting rights restrictions from 5 to 15%. This decision allows engaged and long-term oriented shareholders of Komax to accept a greater level of responsibility.

Link to the Media Information from Komax

VERAISON supports Kuoni’s Board of Directors in its decision to accept the takeover offer by EQT. VERAISON has therefore decided to sell its stake in Kuoni or tender its shares to the buyer, as we believe the offered price reflects the intrinsic value of the company and thus appears fair.

Last year, VERAISON acquired a stake of more than 3% in Kuoni with the intention to remain a long-term and committed shareholder and to take on responsibility and actively assist the Board in the development of the Group. A significant part of our value enhancement agenda has since been implemented or addressed. We understand that the Board of Directors has come to the conclusion that a further development of Kuoni’s individual businesses cannot be optimally implemented with the Group’s current capital structure. Given the strategic, operational and financial performance of Kuoni in the past months and years, we believe this decision is regrettable but understandable.

Link to the Media Information (EN)

As of January 1, 2016 Michael Otte will be joining VERAISON Capital as a new partner and member of the management team (CFO / COO). He will be replacing Bernhard Fuchs, who has decided to leave VERAISON Capital. Bernhard Fuchs will remain in the Board of the VERAISON SICAV, where as an independent member he will continue to represent the interests of investors in the VERAISON SICAV-Engagement Fund.

Until the end of May 2015, Michael Otte was the CEO of the shareholder service provider zRating AG. He brings with him extensive experience in corporate governance assessments of listed small and mid-caps and he was the principal author of zRating’s acclaimed annual corporate governance report. VERAISON Capital is very pleased to welcome Michael Otte, a proven corporate governance expert. At the same time, we thank VERAISON cofounder Bernhard Fuchs for his valuable contribution to the development of VERAISON Capital and the launch of the VERAISON SICAV-Engagement Fund. We are very pleased that he will stay on with us as a representative of our investors.

VERAISON SICAV has decided to open the new share class XL 01/16 on January 1, 2016. Shares of the class XL 01/16 are open for qualified investors pursuant to Art. 10 para. 3, 3bis and 3ter CISA. The minimum subscription amount is CHF 100,000. Withdrawal of funds is only permitted after 4 years, for the first time on the last day of the 4-year lock-up period. Withdrawal of funds can thereafter be made on a quarterly basis with a 3 month notice period. The management fee is 1.2% per annum and the performance fee is 12%. The prospectus and investment regulations may be obtained free of charge from VERAISON SICAV, Löwenstrasse 53a, 8001 Zurich.

Termsheet (PDF)
Subscription Information XL 01/16 (PDF)

The Board of Directors of the VERAISON SICAV decided on the 7th and 21st of July 2015 to create the new Share Class “E4″. The Board of Directors of the VERAISON SICAV informs you hereby that the FINMA approved on the 30th July 2015 the creation of the new share class “E4″ as of the 3rd of August 2015. Shares of the new share class “E4″ will be open to qualified investors pursuant to Art. 10 para. 3, 3bis and 3ter KAG. The minimum subscription amount is CHF 100,000. Withdrawal of funds will only be possible after 4 years, with the first opportunity being the last day of the 4-year lock-up period. Withdrawals can thereafter be made on a quarterly basis. The notice period for withdrawal of funds is 3 months. The management fee is 1% per annum and the performance fee 12%. The prospectus and the investment regulations of the said SICAV will be adjusted accordingly. The prospectus and the investment regulations incl. the amended wording may be obtained free of charge from VERAISON SICAV, Löwenstrasse 53, 8001 Zurich.