• In accordance with the procedures set out in the Implementing Decree (as defined below), the Fund is designed to support the development of innovative start-ups and SMEs and/or support their business growth plans.
• The Fund will invest in target companies that have already been invested in by regulated and/or qualified investors in the 6 (six) months before the publication of Decree-Law 34/2020, or that are invested in by regulated and/or qualified investors who are participating in an investment round alongside the Fund.

Regulated investors are the authorised managers, indicated in Article 1, paragraph 1, letter q-bis, of Legislative Decree no. 58 of 24 February 1998 as amended, that manage investment undertakings.

Qualified investors are Italian or foreign entities identified by CDP Venture Capital SGR S.p.A. among operators in the venture capital market that fall into one of the following categories:

• Accelerators and incubators with consolidated experience in the venture capital sector which can be measured according to quantitative and/or qualitative features, including at least one of the following:
  1. At least 20 innovative start-ups or innovative SMEs in their portfolio
  2. Successful completion of at least 2 (two) acceleration programmes
  3. Companies that underwent acceleration programmes and have received capital from third party investors amounting to at least 3 (three) times the capital invested by the accelerator or incubator
  4. The value of the accelerator or incubator portfolio is at least 1.5 times the total cost of investments made in the portfolio companies
  5. Successful conclusion of at least two disinvestment (exit) operations
• “Business Angels”: individuals who have active investments and a consolidated track record, as well as sufficient expertise, professionalism and organisational and economic capacity to support the development projects of the target companies that are part of the Fund's investment operations. To this end, consolidated participation in Italian or foreign business angel associations or networks is considered as an indication that the business angel meets the requirements of competence, professionalism and organisational skills;
• “Family offices”: persons who qualify as professional investors or who have active investments and a consolidated track record in the venture capital sector, as well as the appropriate expertise, professionalism and organisational and economic skills for the investment transaction to be concluded jointly with the Fund. An indicator that the candidate meets requirements of expertise, professionalism and organisational and economic skills is that they have, in at least 1 (one) of the 2 (two) years prior to the presentation of the investment opportunity to the Fund, concluded investment transactions in the venture capital sector, specifically in companies with similar characteristics to the target companies, or using methods similar to the strategies for investment in the Fund.

The Fund will invest in target companies that have already been invested in by regulated and/or qualified investors (according to the definitions given in the Implementing Decree) in the 6 (six) months prior to the publication of Decree-Law 34/2020, or that are invested in by regulated and/or qualified investors who are participating in an investment round alongside the Fund.

Such companies must also have all of the following characteristics:

• Have their registered office in Italy and actually conduct their business or development programmes in Italy
• Have real development potential that can be measured by quantitative and/or qualitative indicators demonstrable by meeting at least one of the following criteria:
  • Growing revenues, clients or service users in the 12 months prior to the investment by the Fund
  • A sustainable three-year business plan approved by the competent administrative body
  • Strategic contracts or partnerships
  • Registered patents with potential for industrial exploitation as well as, if in research and development phase, validation of the proposed technology
• No ongoing and unresolved assessment proceedings
• Pass all risk management, compliance, money laundering and terrorist financing verifications conducted by CDP Venture Capital SGR S.p.A. pursuant to applicable legislation or regulations and the internal regulations of CDP Venture Capital SGR S.p.A.

Companies with the following characteristics will be given priority in the first 6 (six) months of the Fund's investment period:

• With regard to innovative start-ups, the successful conclusion of the preliminary Smart&Start procedure, after duly submitting an application for the concessions indicated in the Ministry of Economic Development decree of 24 September 2014, as amended by the  Ministry of Economic Development decree of 30 August 2019, or
• With regard to innovative start-ups and innovative SMEs, a reduction in revenues of at least 30% in the first half of 2020 compared with revenues in the first half or the second half of 2019, demonstrated by a management accounting statement approved by the competent administrative body.

After the said 6-month period, investments will be made in companies that fully meet the criteria indicated above, in their chronological order of presentation.

Investors that meet the criteria indicated in the decree, as indicated in the FAQs, must register on the portal on the Fund website by uploading the documents that demonstrate that they meet eligibility criteria and completing the self-certifications downloadable from the Fund website. Once they have been verified and accredited by the Fund’s investment team, they will have the possibility to present investment opportunities in line with the criteria of the decree, as indicated in the FAQs.
Other means or methods of application will not be considered.

The documentation required for investor accreditation and for investment applications is described in the dedicated section on this page.

The Fund will operate according to market practices and will have a maximum term of 10 years, which may be extended as provided in the Fund regulation. Fund investments will be made through a convertible financial instrument known as a “convertendo”, while follow-on investments may be made through equity instruments.

The investment is made through the convertible financial instrument, which is a quasi-equity instrument consisting of a contribution, which does not require repayment or reimbursement, but produces notional interest until the time of conversion and in any case no later than the expiry of the 5-year period following the contribution, which accrues at a simple annual interest rate of 5% and which is converted together with the interest into equity of the target company when certain circumstances indicated in the Implementing Decree occur, unless waived by CDP Venture Capital SGR S.p.A. in the exclusive interest of the Fund's investors.

No. As specified in the decree, the convertible instrument is not subject to repayment.

Provision is made for various conversion scenarios for the convertible instrument, corresponding to different conversion criteria.
In particular, if the target company is listed or a shareholding of the target company is sold, resulting in a change of control, or in the event of the sale of the business or business unit, or a substantial part of the assets of the target company, in the case of a qualified investment round, or in the event of a merger or other extraordinary transaction that results in a change of control of the target company, the instrument is converted, together with the interest accrued, at a discount of up to 25% compared to the fully diluted pre- money valuation of the target company.
In the event of the target company being placed in liquidation or other insolvency proceedings, or in the event of a discretionary decision by CDP Venture Capital SGR S.p.A. (taken following the expiry of the 5- year term following the disbursement of the contribution if the events described above have not occurred), the convertible instrument will be converted at the ‘pre-money fully diluted’ valuation, corresponding to the ‘post-money’ value of the last capital increase carried out by the target company or, in its absence, on the basis of a valuation made by an independent third party appointed by CDP Venture Capital SGR S.p.A., which may be agreed with the co-investor.

No, the investment approach of the Fund is as described in the FAQs.

In accordance with the procedures set out in the Decree of the Minister of Economic Development, implementing article 38, paragraph 3 of Decree-Law no. 34 of 19 May 2020, converted with amendments into Law no. 77 of 17 July 2020 (the Implementing Decree), the Fund targets innovative start-ups and innovative SMEs with a view to supporting their development plans to grow their business.

An innovative start-up (as defined in Article 25, paragraph 2, of Decree-Law no. 179 of 18 October 2012, converted with amendments, into Law no. 221 of 17 December 2012, as amended) is defined as a limited company, including a cooperative company, which meets the following objective requirements:

• The company is new or not more than 5 years old
• It is established in Italy or in another country of the European Economic Area, but with a production facility or branch in Italy
• It has an annual turnover of less than €5 million
• It is not listed on a regulated market or multilateral trading platform
• It does not distribute and has not distributed profits
• It has as its exclusive or predominant company objective the development, production and marketing of a product or service of high technological value
• It has as its exclusive or predominant company objective the development, production and marketing of a product or service of high technological value
• It is not the result of a merger, demerger or sale of a business unit

and at least 1 of the following 3 subjective requirements:

• Its expenditure in R&D and innovation amounts to at least 15% of the value of its turnover or its cost of production, whichever is higher
• It employs highly qualified personnel (at least 1/3 PhDs, PhD candidates or researchers, or at least 2/3 with a master’s degree)
• It is the owner, custodian or licensee of at least one patent, or the owner of registered software.

An innovative SME (as defined in Article 4 of Decree-Law no. 3 of 24 January 2015, converted with amendments into Law no. 33 of 24 March 2015) is defined as an SME that meets the following objective requirements:

• It is established in Italy or in another country of the European Economic Area, but with a production facility or branch in Italy
• It has certified its latest financial statements and consolidated financial statements, if any
• It is not listed on a regulated market
• It is not simultaneously registered in the special section of innovative start-ups

and at least 2 of the following 3 subjective requirements:

• Its expenditure in R&D and innovation amounts to at least 3% of the value of its turnover or its cost of production, whichever is higher
• It employs highly qualified personnel (at least one fifth are PhDs, PhD candidates or researchers, or at least one third with a master’s degree)
• It is the owner, custodian or licensee of at least one patent, or the owner of registered software.

The Fund will invest in target companies that have already been invested in by regulated and/or qualified investors (according to the definitions given in the Implementing Decree) in the 6 (six) months prior to the entry into force of Decree-Law 34/2020, or that are invested in by regulated and/or qualified investors who are participating in an investment round alongside the Fund.

Such companies must also have all of the following characteristics:

• Have their registered office in Italy and actually conduct their business or development programmes in Italy
• Have real development potential that can be measured by quantitative and/or qualitative indicators demonstrable by meeting at least one of the following criteria:
  • Growing revenues, clients or service users in the 12 months prior to the investment by the Fund
  • A sustainable three-year business plan approved by the competent administrative body
  • Strategic contracts or partnerships
  • Registered patents with potential for industrial exploitation as well as, if in research and development phase, validation of the proposed technology
• No ongoing and unresolved assessment proceedings
• Pass all risk management, compliance or money laundering and terrorist financing verifications conducted by CDP Venture Capital SGR S.p.A. pursuant to applicable legislation or regulations and the internal regulations of CDP Venture Capital SGR S.p.A.

Companies with the following characteristics will be given priority in the first 6 (six) months of the Fund's investment period:

• With regard to innovative start-ups, the successful conclusion of the preliminary Smart&Start procedure, after duly submitting an application for the concessions indicated in the Ministry of Economic Development decree of 24 September 2014, as amended by  the Ministry of Economic Development decree of 30 August 2019, or
• With regard to innovative start-ups and innovative SMEs, a reduction in revenues of at least 30% in the first half of 2020 compared with revenues in the first half or the second half of 2019, demonstrated by a management accounting statement approved by the competent administrative body.

After the said 6-month period, investments will be made in companies that fully meet the criteria indicated above, in their chronological order of presentation.

1. Innovative start-ups/SMEs cannot apply directly; their investors must apply for them.
2. The Fund will only invest in companies presented by qualified or regulated investors that invest alongside the Fund as indicated in the previous question. Application are made on the relevant Fund website, from where the dedicated platform is accessed.
3. Applications made by any other means or methods will not be considered.

The application process is the same for all start-ups/SMEs. The Fund will assess the priority on a case-by- case basis. Innovative start-ups/SMEs cannot apply directly, their investors must apply for them.

The Fund will only invest in companies presented by qualified or regulated investors that invest alongside the Fund as indicated in the previous question. Application are made on the relevant Fund website, from where the dedicated platform is accessed.

Applications made by any other means or methods will not be considered.

According to the Implementing Decree, only innovative start-ups and SMEs that meet the requirements can be candidates for investment.

The investment is made through the convertible financial instrument, which is a quasi-equity instrument consisting of a contribution, which does not require repayment or reimbursement, but produces notional interest until the time of conversion and in any case no later than the expiry of the 5-year period following the disbursement of the contribution, which accrues at a simple annual interest rate of 5% and which is converted together with the interest into equity of the target company when certain circumstances indicated in the Implementing Decree occur, unless waived by CDP Venture Capital SGR S.p.A. in the exclusive interest of the Fund's investors.

No. As specified in the decree, the convertible instrument is not subject to repayment.

Provision is made for various conversion scenarios for the convertible instrument, corresponding to different conversion criteria. In particular, if the target company is listed or a shareholding of the target company is sold, resulting in a change of control, or in the event of the sale of the business or business unit, or a substantial part of the assets of the target company, in the case of a qualified investment round, or in the event of a merger or other extraordinary transaction that results in a change of control of the target company, the instrument is converted, together with the interest accrued, at a discount of up to 25% compared to the fully diluted pre-money valuation of the target company.

In the event of the target company being placed in liquidation or other insolvency proceedings, or in the event of a discretionary decision by CDP Venture Capital SGR S.p.A. (taken following the expiry of the 5- year term following the disbursement of the contribution if some of the events described above have not occurred), the convertible instrument will be converted at the ‘pre-money fully diluted’ valuation, corresponding to the ‘post-money’ value of the last capital increase carried out by the target company or, in its absence, on the basis of valuation made by an independent third party appointed by CDP Venture Capital SGR S.p.A., which may be agreed with the co-investor.

No, the investment approach of the Fund is as described in the FAQs.

The Rilancio Startup Fund evaluates the target companies according to a chronological order that is assigned by the platform based on the moment in which the investment opportunity is recorded by the proposing investor.

Without prejudice to the foregoing, it is specified that in the first six months of the investment period of the Rilancio Startup Fund, i.e. until 7 July 2021, priority is given, in accordance with the provisions of the Implementing Decree, to companies that have successfully concluded the Smart&Start funding application process or that are able to prove that they have suffered a reduction in revenues of at least 30% pursuant to the provisions of the same Implementing Decree.

Following the registration of the investment opportunity on the platform, the Investment Team proceeds to contact the proposing investor and the target company via e-mail, notifying them of the receipt of the application. Subsequently, when the evaluation of that specific investment opportunity is actually taken over by the Investment Team, the target company may be contacted for the purposes of supplementing any missing documentation.

The timing may vary and typically the evaluation times are also significantly lengthened if the documentation provided by the target company at the request of the Investment Team is incomplete or not provided within the specified timelines. In this regard, it should be noted that, in order to prevent any delays on the part of the individual target companies from negatively impacting other companies in the processing queue, if there are significant delays in the submission of the required documentation, the Investment Team may indicate a deadline for such submission, beyond which the company in question will lose the priority order associated with the date of receipt of the application and will be placed at the end of the processing queue.

As mentioned above, the Rilancio Startup Fund may send an email with a request for documentary supplementation, if necessary. One or more calls may then be requested with the target company and the proposing investor in order to complete the due diligence process. It should be noted that this analysis process also includes specific AML, risk and compliance checks. The company will receive positive feedback on a potential investment from the Rilancio Startup Fund only following a positive resolution to that effect by the Asset Management Company's Board of Directors.

No, the presence of accredited co-investors unrelated to the target company founders is a prerequisite for the purposes of aligning the interests of the Rilancio Startup Fund with those of the co-investors as well as for the purposes of independence in the company's management.