RISK FACTORS
Risks related to Antin’s operations
3
Antin’s employees, counterparties or other third parties may
deliberately seek to circumvent the controls established by
Antin, or by third parties engaged by Antin or the Antin Funds, to
detect and prevent fraud and other misconduct, or otherwise
act contrary to the policies and procedures set up by Antin
or to applicable laws and regulations, particularly in relation
to money laundering, corruption, or sanctions. For example,
Antin may be exposed to an attempt to embezzle funds through
hacking by third parties or unauthorised use by employees of
its payment platforms used during the closing of transactions,
during the distribution of funds or more regularly for the payment
of its recurring expenses. Any violation or circumvention of
Antin’s checks, policies, procedures, or applicable laws or
regulations, as well as any fraud committed or conflict of
interest, real or perceived, could have a material adverse effect
on Antin’s reputation, result in regulatory investigations or fines,
criminal sanctions or financial losses, which could, in turn, have a
material adverse effect on Antin’s business, results of operations,
financial condition and prospects. To Antin’s knowledge, no
incidence of fraud or financial misconduct has occurred or
been reported since inception of the firm.
3.2.2 Legal, regulatory and tax risks
3.2.2.1 Antin is subject to significant regulation and supervision
Antin is exposed to legal, regulatory and related risks in the
markets in which it operates.
in the United Kingdom may depart in the future from regulations
currently applicable in the European Union and/or possible
divergent practices from the AMF and the FCA with respect
to asset management activities and investment services may
be witnessed in the future. In such case, Antin may need to
implement changes in its operating schemes in the future.
Potential evolving asset management and investment services
regulations in the United Kingdom will thus require specific
scrutiny from Antin.
In the event of non-compliance with applicable laws and
regulations, including due to the failure of Antin’s internal
control measures to mitigate such risks, or that of its operating
infrastructure to adequately support its business, Antin could
be exposed to investigations, loss of licences or permits, fines,
regulatory sanctions or criminal penalties, any of which could
have a material adverse effect on Antin’s business, results of
operations, financial condition and prospects.
The complexity of implementing and adapting Antin’s
compliance structures to comply with various existing local,
national and international regulations and their interpretations
around the world may increase the foregoing risks, particularly
to the extent that the regulators of various countries may
implement inconsistent or incompatible rules and regulations,
have different interpretations or publish only limited guidance
with respect to such regulations. Antin could face a higher
cost to comply with new regulations. Failure to comply with
applicable laws or regulations could result in criminal penalties,
fines, temporary or permanent prohibition on conducting
certain businesses, damage to reputation and the attendant
loss of Fund Investors, the suspension of employees or revocation
of their licences or the licences or approvals of Antin’s entities,
among other sanctions.
In relation to Antin’s asset management activities and
investment services, such governmental and self-regulatory
organisations include, among others, the AMF in France, the
FCA in the United Kingdom as well as the SEC in the United
States (see Section 1.7 “Regulatory environment” of this
Universal Registration Document). Antin is also subject to
regular supervision and requests for information by its supervisory
authorities and cooperation with these authorities may detract
management’s attention from Antin’s day-to-day operations
and may reveal incidents of non-compliance or may require
remediation or investment in Antin’s internal controls.
To date, asset management activities and investment services
in France and the United Kingdom remain substantially the
same as European regulations have been incorporated into
UK domestic law with only minor consequential changes,
reflecting the fact that the United Kingdom is no longer part of
the European Union. However, asset management regulations
Any such events could have a material adverse effect on the
reputation of Antin or its business, results of operations, financial
condition and prospects.
3.2.2.2 Antin may not be able to obtain and/or maintain regulatory approvals
and permits, including licences for Antin’s operations
Antin’s operations are dependent on obtaining appropriate
licences, approvals, declarations, marketing notifications and
passports (or valid exemptions therefrom) for the Antin Funds
with respect to its asset management, investment advice
and cross-border distribution activities in France, the United
Kingdom, Luxembourg and the United States, as applicable,
and any other relevant jurisdictions where the Antin Funds are
established, marketed or operated. Antin may be unable to
obtain and retain such approvals and permits from relevant
governmental authorities and other organisations, or to
comply with applicable laws and regulations, or be able to
do so without incurring undue costs and delays. The loss, delay
in obtaining, or failure to obtain, or inappropriate use of any
such licences, approvals, declarations, marketing notifications
or passports in any relevant jurisdiction where Antin or an Antin
Fund is established, marketed or operated could adversely
affect Antin’s operations.
the “AIFM Directive”), which regulates alternative investment
Fund Managers in the European Union, as well as under similar
regulatory regimes in other markets where the Antin Funds
operate and are marketed. In this respect, AIP SAS is licensed
by the AMF as a portfolio management company fully subject
to the AIFM Directive (see Section 1.7.1 “Key regulations relating
to asset management activities and investment services in the
European Union” of this Universal Registration Document”) and
authorised to manage AIFs and to provide third party portfolio
management and investment advice services. In jurisdictions
where Antin conducts marketing operations but in which the
Fund Managers do not hold licences, such as Japan and South
Korea, Antin must rely on the use of placement agents for the
marketing of the Antin Funds.
Failure to comply with the AIFM Directive, for instance due to
systematic errors within the operations of the Antin Funds, or due
to violation of applicable marketing regulations with respect to
Fund Investors, may lead Fund Investors to refrain from investing
in the Antin Funds or to seek to cancel their investment, which
may affect the strategy and the business of Antin, as well as lead
Antin’s fund operations constitute licensable activities under
Directive 2011/61/EU of 08 June 2011 relating to alternative
investment funds (the “AIFs”) (as amended from time to time,
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ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2021
