Space Capital Bhd (“1377629-P”) is a Private Equity Fund that serves as an investment vehicle focusing in assets and companies with strong value proposition and high growth potential areas such as equities and shares, business projects, business acquisitions and fund of funds.

Space Capital is a vehicle for aspiring investors to participate in high-yield technology driven investments in capital markets, businesses and projects.

Space Capital is targeting to create a series of liquidity events which will provide above average returns to its investors while continuing funding the growth and market expansion of promising technology and high growth companies.

This venture is hopeful for a unique and beneficial investment structure for participating investors as it is not only a business partnership venture between Swordfish Solutions Sdn. Bhd. (“General Partner”) and potential investors (if there are interested investors in the Space Capital) but also offers investment return with potential above average capital appreciation.

The focus investment areas as mentioned above are businesses with technology or high potential growth with regional reach. In the long run, investors would benefit from the sizeable increase in shareholders' value. With a commendable and experienced management team in Private Equity investments as well as having extensive local and foreign networks built-up over the years, Swordfish Solutions is able to gain access to the various investment and technology deals.

The potential for creating growth within these sectors is unconditionally vast. Targeted investments of Space Capital are focused in areas that have significant market potential in terms of products and services; technology and global reach. The returns from such investments have been proven to be attractive as the case of asset and technology-based companies listed on local and foreign bourses.

The Fund is structured as a Limited Partnership and will be managed by the General Partner. The Fund has established an Investment Committee, by which all investment decisions of the Fund must be approved unanimously. The Fund has also engaged A.R. YAHYA & CO as the legal advisor, who will work with the General Partners and provide legal and governance related services to the Fund.

In a limited partnership, the General Partner is responsible for managing the affairs of the limited partnership, while the Limited Partners are contributors of capital but otherwise ‘silent’ partners. The liability of the limited partners in a limited partnership is limited to the value of their committed capital; however, there are legislative restrictions on limited partners being involved in the management of the limited partnership.

The Fund

Space Capital is a limited company which is incorporated in Kuala Lumpur. The Fund will be established to provide to the potential investors with opportunity to participate in Private Equity Fund investments, focusing in high growth and high potentials assets and companies.

Space Capital will enable the pooling of financial resources to an appropriate amount for effective investments, control and diversification of risk. In addition, the Manager to the fund will provide professional advice, management and administration that should value add to the business operation of the investee companies.

Charter Life

The Memorandum and Articles of Association of Space Capital will provide for a charter life of 5 (five) years. The charter life may, however, be lengthened by special resolution of the investors. At the end of the charter life, Space Capital will be liquidated and its net assets and net profits will be distributed to the respective investors in accordance with its Articles of Association.

Board of Directors

The Board of Directors of Space Capital shall comprise a maximum of 5 members whereby 3 from Swordfish Solutions and 2 Independent Directors, each director shall be entitled to one vote.

It is expressly acknowledged hereto that the BOD of Space Capital shall freely exchange the business knowledge so as to enhance and maximise the decision-making process towards the interest of Space Capital in investing into companies under the management of the Manager.

The Manager

Swordfish Solutions will manage the investments of The Fund for the various investment proposals and implement the subsequent divestments, accordingly.

The Manager will also explore opportunities that arise, co-invest with other investors or Private Equity Funds where it is deemed permissible.

It is through industry experience that Private Equity is an opportunistic activity, which is not subject to rigid planning, however, a set of investment criteria has been established that may serve the Fund the necessary tools to be guided towards its investment process.

The Manager is expected to receive deal flows from various sources, such as personal networking (from other investment banks, private sectors, businessmen) relationships with authorities/regulators/government agencies and deal referrals in general. Other deal sources include other investment managers and financial intermediaries. The Manager is expected to respond to these proposals in a timely and professional manner.

The Manager shall be guided in its decisions by the investment strategies and criteria prescribed in Section 8.0. It shall discharge its best efforts and commit to devote the amount of staff time and resources necessary in order to ensure a stable operation of Space Capital.

Capital Redemption

PEF will have the policy to return some of the surplus capital during its charter life, subject to the retaining of adequate reserves to meet its working capital requirements. Typically, Private Equity companies make their returns from capital gains and since realisations only occur after several years, PEF will strive to pay dividend income derived from investee companies and ensure dividends are shared annually to investors.

Investment Returns

The investment returns to investors will be in two forms, namely annual dividend pay-outs and capital gain. The capital gain will only be realised upon divestment of a particular investment as approved by the Board of Directors of the PEF.

Management Agreement

The General Partner shall manage the overall investment activities of the PEF and will exercise its full discretionary authority to invest the assets of the PEF.

The following are the salient terms of the Management Agreement;

• The General Partner will identify opportunities for investment by the PEF;
• The General Partner will have sole responsibility and full discretionary authority to invest, divest and manage the whole or any part of the PEF’s investments;
• The General Partner will be entrusted with the day to day Management of the PEF’s investments, preparing, monitoring and maintaining the books and records of the PEF, and performing secretarial, administrative duties for the PEF;
• The General Partner will provide financial and other reports to shareholders on a yearly basis, and advise on the appropriate valuation of the investments;
• As consideration for the services to be provided by the General Partner to the PEF, the PEF has agreed to pay the General Partner an annual management fee. The annual management fee is 1% of the total amount of the Fund. After the commitment period, management fees will be charged on the committed amount.
• The Management Agreement shall continue for 5 years provided that if the charter life of the PEF is extended beyond the time frame.