ADVISORY BUSINESS
A. General Description of Advisory Firm.
Cevian Capital II GP Limited (the “Investment Adviser”), a Jersey limited
liability company, commenced operations in 2006 with an office in Jersey. Through direct
and indirect ownership, Messrs. Christer Gardell and Lars Förberg are the largest owners of
the Investment Advisor. However, FPCZ NON-ECI LLC, is the single largest owner of the
Investment Adviser. The management and policies of the Investment Adviser are controlled
by its board of directors (the “Board”), the members of which are appointed by the owners of
the Investment Adviser.
B. Description of Advisory Services.
1. Advisory Services.
The Investment Adviser serves as the general partner with discretionary
trading authority to private pooled investment vehicles, the securities of which are offered to
investors on a private placement basis, including (1) Cevian Capital II L.P., a Cayman Islands
exempted limited partnership (the “Domestic Fund”), (2) Cevian Capital II Master Fund L.P.,
a Cayman Islands exempted limited partnership (the “Master Fund”), and (3) Cevian Capital
II Co-Investment Fund L.P., a Cayman Islands exempted limited partnership (the “Co-
Investment Fund”). The Domestic Fund, together with Cevian Capital II Limited, a Cayman
Islands exempted company (the “Offshore Fund”), invest substantially all of their assets
through a “master feeder” structure in the Master Fund. The Domestic Fund, the Offshore
Fund, the Master Fund, and the Co-Investment Fund are each referred to in this Brochure as a
“Fund” and collectively as the “Funds”.
The Funds may, from time to time, invest indirectly through subsidiaries or
affiliates of the Funds (including, Cevian Capital Partners Limited, a Maltese limited
company and a subsidiary of the Master Fund) or through other holding vehicles organized
by the Investment Adviser, rather than investing directly, where the Investment Adviser
considers that this would be commercially efficient or provide a practicable means of access
to the relevant security. In the event that the Fund(s) elect to make an investment or effect a
transaction through a holding vehicle, (i) such investment or transaction will not result in the
Funds or the shareholders incurring unlimited liability with respect to the debts and
obligations of such vehicle, (ii) the Investment Adviser, as applicable, will have a
substantially similar standard of care with respect to such vehicle as they do with respect to
the Funds; and (iii) neither the Funds nor the shareholders will bear any additional
performance based fees or allocations or management or asset based fees (directly or
indirectly) as a result of the making of such investment or effectuation of such transaction, in
either case, through such vehicle. The Master Fund’s indirect investments through such
holding vehicles are significant and are expected to continue to be significant in the future.
The Investment Adviser serves as the investment adviser to all of the Funds.
The Investment Adviser has engaged various local affiliates to provide certain services,
personnel and resources (the “Local Affiliates”). The Local Affiliates are:
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Cevian Capital Limited, a Jersey limited company (the “Manager”), which has
been appointed as manager to the Funds. The Manager implements
investment decisions pursuant to instructions from, and parameters set by, the
Investment Adviser.
Cevian Capital AB, a Swedish limited company (“Cevian AB”), which is
responsible for providing investment advice and recommendations to the
Investment Adviser.
Cevian Capital AG, a Swiss limited company (“Cevian AG”), which is
responsible for providing investment advice and recommendations to the
Investment Adviser. Cevian Capital Limited, St. Helier (Jersey), Swiss Branch
(“Cevian Swiss Branch”) provides supervision and oversight of Cevian AG in
connection with the performance of its duties to Cevian GP.
Cevian Capital (UK) LLP, an English limited liability partnership (“Cevian
UK”), which acts as client service adviser. Cevian UK is responsible for
providing investor services and research and investment advisory services to
the Investment Adviser.
Cevian Capital (Malta) Ltd, a Malta limited company (“Cevian Malta”),
which has been appointed as investment operator to the Funds. Cevian Malta
receives and transmits trading instructions within the parameters set by the
Investment Adviser.
In addition, the Investment Adviser currently has a U.S.-based affiliate located
in Wisconsin, Cevian Capital (US) LLC, which has a single employee who performs investor
relations services. Each of the Local Affiliates has entered into an agreement to act as a
“participating affiliate” to the Investment Adviser and all employees of the Local Affiliates
who provide services to the Funds are subject to the Investment Adviser’s policies and
procedures.
Certain Local Affiliates, including Cevian AB, Cevian AG and Cevian UK,
conduct research relating to current and potential investments for the Funds and provide
investment recommendations to the Investment Adviser. Prior to making an investment, all
investment recommendations are reviewed and subject to ultimate approval by either the
Board or a sub-committee of Board in accordance with the Investment Adviser’s procedures.
As used herein, the term “client” generally refers to a Fund or the Funds.
This Brochure generally includes information about the Investment Adviser
and its relationships with its clients and affiliates. While much of this Brochure applies to all
such clients and affiliates, certain information included herein applies to specific clients or
affiliates only.
2. Investment Strategies and Types of Investments.
The investment objective of the Funds is to seek to create capital appreciation.
The Domestic Fund and the Offshore Fund seek to achieve their investment objective by
investing substantially all of their assets in the Master Fund. The Funds seek to achieve their
investment objective principally by (i) investing in undervalued publicly listed companies;
and (ii) adding value to the companies in which they invest by effecting change.
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The Funds expect to assume substantial minority ownership positions in a
limited number of companies. The core area of the investments is expected to be Denmark,
Finland, Norway, Sweden (collectively, the “Nordic Region”) and Austria, Belgium, France,
Germany, Ireland, Luxembourg, the Netherlands, Switzerland and the United Kingdom
(collectively, “Northern Europe”).
The Funds are permitted to invest in a broad range of securities and
instruments, including, without limitation, equity and equity-related securities (including
distressed investments), bonds, bank debt and other fixed-income investments, futures,
forward contracts, warrants, options, repurchase agreements, reverse repurchase agreements,
bankruptcy and trade claims, swaps and other derivative instruments, currencies,
commodities, money market securities and other cash equivalents.
For further information on the Funds’ investment strategies, please see Item
8(A).
The descriptions set forth in this Brochure of specific advisory services that
the Investment Adviser offers to clients, and investment strategies pursued and investments
made by the Investment Adviser on behalf of its clients, should not be understood to limit in
any way the Investment Adviser’s investment activities. The Investment Adviser may offer
any advisory services, engage in any investment strategy and make any investment, including
any not described in this Brochure, that the Investment Adviser considers appropriate,
subject to each client’s investment objectives and guidelines. The investment strategies the
Investment Adviser pursues are speculative and entail substantial risks. Clients should be
prepared to bear a substantial loss of capital. There can be no assurance that the investment
objectives of any client will be achieved.
C. Availability of Customized Services for Individual Clients.
The Investment Adviser’s investment decisions and advice with respect to
each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its
offering documents and/or governing documents.
D. Wrap Fee Programs
The Investment Adviser does not participate in wrap fee programs.
E. Assets Under Management.
The Investment Adviser manages $14,037,413,372 in regulatory assets under
management as of January 31, 2024, on a discretionary basis. The Investment Adviser does
not manage any assets on a non-discretionary basis.
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