Legal Notice

BTC-Trea S.C.A., SICAR (the “Fund“) is a transformation of a corporate partnership limited by shares (société en commandite par actions), which has been incorporated under the laws of Luxembourg under the name BTC – TREA S.C.A. on 1 July 2015 and which has been registered with the Registre de Commerce et des Sociétés, Luxembourg under number B198418. The Fund has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”) as an investment company in risk capital (société d’investissement en capital à risque – SICAR) pursuant to the law of 15 June 2004 on the société d’investissement en capital à risque, as amended (the “2004 Law”), on December 30, 2015, under the name of BTC – TREA S.C.A., SICAR. The Articles of Association of the Fund have been filed with the Registre de Commerce et des Sociétés, Luxembourg and published in the Memorial C, recueil des sociétés et associations number 265 on 2 February 2016. The Fund is a closed-ended SICAR (i.e. shares in the Fund shall not be redeemed at the request of investors) with variable capital, and was incorporated with an initial share capital of EUR 31,000.

The Fund will through its compartments invest directly or indirectly in any types of investments constituting risk capital within the meaning of article 1 of the 2004 Law and the CSSF circular 06/241 on “the concept of risk capital under the 2004 Law relating to the SICAR”. According to the Commission Delegated Regulation (EU) No 231/2013, of 19 December 2012, the investment strategy selected by the Fund is the “Private Equity Strategy” and specifically “other private equity fund strategy” as the compartments of the Fund will invest in different investment strategies.

The first Compartment denominated as “Trea Direct Lending Compartment” (TDL Compartment) will make its investment in accordance with the purpose of the Fund.

Investors who are considering investing in the Fund in the future, with respect to the TDL Compartment, are reminded that any such purchase or subscription must be made only on the basis of the information contained in the Private Placement Memorandum in its final form. Any investment and/or services offered or related in this website are by no means intended for retail clients and should not be made available to retail clients.

In Luxembourg, the Private Placement Memorandum is directed at and is for distribution only to a limited number of prospective investors which are well-informed investors within the meaning of article 2 of the 2004 Law (hereinafter a “Well-Informed Investor”). A Well-Informed Investor shall be any institutional investor, professional investor or any other investor who meets the following conditions: (a) has confirmed in writing that he adheres to the status of Well-Informed Investor; and (b) invests minimum of EUR 125,000 in the Fund; or (c) has been subject to an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/EC, or by a management company within the meaning of Directive 2009/65/EC, certifying his expertise, his experience and his knowledge in adequately appraising an investment in risk capital.

Neither the Private Placement Memorandum nor the Fund have been registered with the Spanish “Comisión Nacional del Mercado de Valores”. It is, therefore, not permitted to sell, or offer the shares in the Fund in Spain except in circumstances that do not constitute a public offer or marketing pursuant to Spanish legislation.