Legal Notices

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On occasion Finch Bay Capital LLP will be the recipient of a market sounding under the UK and EU Market Abuse Regulations.

In accordance with the rules and guidance prescribed by the UK and EU Market Abuse Regulations, Finch Bay Capital LLP has designated the following person as a contact point to receive all market soundings:

• Nicholas Barrett, Chief Compliance Officer

To speak with Mr. Barrett please call - 0203 839 6868

ANY COMMUNICATION BY A DISCLOSING MARKET PARTICIPANT WHICH CONCERNS A MARKET SOUNDING MUST BE ADDRESSED TO MR BARRETT ONLY, EXCLUDING ANY OTHER FINCH BAY CAPITAL LLP PERSONNEL

This statement sets out Finch Bay Capital LLP’s (the “Firm”) approach in meeting the requirements set out in the Shareholder Rights Directive II, and which are summarised in the FCA Handbook under COBS 2.2B.6 in relation to investments in shares traded on a regulated market (a term which extends to non-EU markets which are comparable to EU regulated markets and where the financial instruments dealt in are of a quality comparable to those in a UK regulated market). 

The Firm is a collective portfolio management firm which provides services to investment funds and/or managed accounts (together "Funds"), which includes investments in shares of issuers admitted to trading or traded on a regulated market (together “Fund Investments” and each a “Fund Investment”). 

The investment strategy of the Firm is shareholder activism, and the Firm sees its Funds as being pro-active owners of the Fund Investments. The Firm’s approach to shareholder activism means that it seeks situations where it believes it is able to enter into a constructive dialogue with the board of directors and key executives of a company, with a view to helping them create durable medium to long term strategic and operational change. These discussions will primarily be private, as the Firm sees this as the best way of enabling it to build trust with a management team, and facilitating frank, honest, discussions of its ideas.

In order to enable its communications with the management team of a Fund Investment to be productive for both the Firm and the management team, the Firm actively monitors its Fund Investments throughout a Fund Investment’s life cycle. To facilitate its monitoring of the Fund Investment the Firm will assess and/or take into consideration items such as:

• The financial performance of its Fund Investments by reviewing publicly available information, which can include information provided by the Fund Investments themselves (e.g. audited accounts, annual reports etc.) as well as information produced by third parties (based on public sources);
• Information regarding the Fund Investments' operational and business structures and strategies; 
• A Fund Investment’s long, medium, and short-term growth strategies and forecasts; 
• The key areas of business risk the Fund Investment is susceptible to (including what measures the Fund Investment has in place to address and mitigate such risks);
• Non-financial performance factors, such as market share or customer retention, where it considers that those factors have, or may have, an impact on or inform the current and future financial performance of a Fund Investment; 
• Any proposed changes to a Fund Investment’s capital structure; and
• A Fund Investment’s position in its industry, sector and/or geography. 

In addition to the above the Firm has an active interest in ensuring its Fund Investments exhibit high standards of corporate governance. To assist in its assessment of a Fund Investment’s corporate governance the Firm reviews information available to the shareholders regarding the management of its Fund Investments, including proposals for shareholder approval, decisions made by the board of directors, executive compensation and incentives, board composition and other senior level recruitment. 

The Firm does not have in place specific processes or mechanics to assess the social and environmental impact of its Fund Investments’ business and operations. The absence of specific processes or mechanics does not mean that such factors will not be incorporated into the Firm’s overall analysis and assessment of a potential or actual Fund Investment and the Firm will be especially focused on such factors where, in its view, there is a risk that they will impact the long-term value of a Fund Investment (which could be determined by the Firm’s modelling of discounted cash flows). Any incorporation of social and environmental factors will be made on a case-by-case basis depending on the specific facts and circumstances relating to the potential or actual Fund Investment. 

The Firm believes that, where possible, it is best to achieve a broad based consensus for its ideas and as a result the Firm is also a proponent of shareholder cooperation, and is willing to share information with other shareholders with the goal of facilitating positive change at a Fund Investment, where it believe it is appropriate to do so. 

As stated above, the Firm’s preferred method of communicating with a Fund Investment will be in private, however, from time-to-time the Firm may issue communications during the course of one of its investments which may include public communications. Any public communications would be accessible to all, including any stakeholders in the Fund Investment, and the Firm’s views and objectives expressed in such public communications will be clearly articulated and transparent.

The Firm will exercise its voting rights and other rights attached to the shares in its Fund Investments in accordance with its investment objectives. This will generally involve actively exercising the voting rights attached to the shares, and could also extend to seeking to influence the shareholder agenda and the outcome of resolutions put to the shareholders if the Firm feels that it is appropriate in light of its investment objectives. However, public disclosure of the Firm’s exercise of votes in the general meetings of companies in which its Funds hold shares is not in the interests of the Funds as doing so may: (i) cause the relevant company or its management to have a false perception that any precedent or pattern in voting may give an indication as to the Firm’s future voting intentions; (ii) cause the Firm to be in breach of confidentiality undertakings provided to the relevant company; and, as a result of the foregoing, (iii) restrain the Firm’s ability to have constructive, private and confidential discussions with the management of relevant companies. The Firm will therefore not comply with the disclosure requirements set out in COBS 2.2B.5R(1)(b) and COBS 2.2B.7R.

The Firm will consider any actual or potential conflicts of interest which may arise as a result of its shareholder engagement activities, and the Firm will look to manage any such conflicts of interest appropriately. 

Finch Bay Capital LLP (the "Firm") is authorised and regulated by the Financial Conduct Authority (“FCA”) as a collective portfolio management investment firm. 

Under the FCA’s Conduct of Business Sourcebook’s rule 2.2A.5.R, the Firm is required to publish a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code ("Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is voluntary and applies on a ‘comply and explain’ basis.

The Code does not prescribe a single approach to effective stewardship and it aims at enhancing the quality of engagement between institutional investors and companies, to help improve long-term returns to shareholders and provide for the efficient exercise of governance responsibilities by setting out good practice on engagement with investee companies that institutional investors should aspire to.  

The 2020 Code (which took effect from 1 January 2020) sets out 12 Principles for asset managers and asset owners:

1. Signatories’ purpose, investment beliefs, strategy, and culture enable stewardship that creates long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society. 
2. Signatories’ governance, resources and incentives support stewardship. 
3. Signatories manage conflicts of interest to put the best interests of clients and beneficiaries first. 
4. Signatories identify and respond to market-wide and systemic risks to promote a well-functioning financial system. 
5. Signatories review their policies, assure their processes and assess the effectiveness of their activities. 
6. Signatories take account of client and beneficiary needs and communicate the activities and outcomes of their stewardship and investment to them. 
7. Signatories systematically integrate stewardship and investment, including material environmental, social and governance issues and climate change to fulfil their responsibilities.
8. Signatories monitor and hold to account managers and/or service providers. 
9. Signatories engage with issuers to maintain or enhance the value of assets. 
10. Signatories, where  necessary, participate in collaborative engagement to influence issuers. 
11. Signatories, where necessary, escalate stewardship activities to influence issuers. 
12. Signatories actively exercise their rights and responsibilities.

While the Firm generally supports the objectives that underlie the Code, the Firm determines its approach to stewardship on a case-by-case basis as it looks to adopt the best approach to promote the best interests of the fund(s) that hold(s) the relevant investment. The Firm therefore does not consider it appropriate to commit to a particular voluntary code of practice. The Firm’s Shareholder Rights Directive II - Shareholder Engagement Policy provides further details on its approach to stewardship.

Introduction

Your privacy is important to us. This notice (“Privacy Notice”) is provided by Finch Bay Capital LLP (the “Firm”). This Privacy Notice explains how your personal information is processed by the Firm, including any affiliates listed as a data controller below (hereinafter also collectively referred to as “us”, or “we”). 

This Privacy Notice covers personal information relating to you that we may collect through any medium, including specifically in relation to the investment services we provide to you, via our partners and service providers. This Privacy Notice describes how you can access and make certain choices about how we use your personal information. 

Why do we collect information about you?

We may collect and use your personal information for the purposes of administering the relationship between us or between you and our clients, marketing our products and services to you or the businesses with which you are associated, monitoring and analysing our activities, conducting due diligence and research on investments and potential investments for our clients, and complying with applicable legal and/or regulatory requirements. 

We will use one of the permitted grounds under the applicable law to process your information. Such grounds include instances where you have given your consent and cases where your consent is not required under applicable law, such as where we are required to comply with a legal obligation, or where we, or a third party, determine that it is necessary for our legitimate interests to collect and use your personal information. 

The legitimate interests to collect your personal information may include any of the purposes identified above and any other purpose where we or a third party have determined that you have a reasonable expectation for us or a third party to collect or use your personal information for such purpose. You have the right to object to the use of your personal data for direct marketing purposes.

How do we collect information about you?

We may collect personal data about you through:

• Information provided directly to us by you, or another person on your behalf, through our website, by emails or post, or in person;
• Information we obtain in relation to any transactions between you and us (including investment funds or accounts managed or advised, directly or indirectly, by us);
• Recording and monitoring of telephone conversations and electronic communications with you or third parties (as further described below); or

We may collect this information from a number of sources, including directly from you, from third parties such as our affiliates, delegates, partners, service providers or trading counterparties, regulatory or law enforcement agencies, industry associations, professional advisors or consultants, or third-party entities with whom we undertake due diligence or background checks upon you or upon a current or previous employer of yours. Personal information may also be obtained from publicly accessible sources of information, such as public databases, the media (e.g. newspapers, magazines, periodicals etc), industry associations, and social media and online professional networks.

Call and Electronic Communication Recording

The Firm records its electronic communications (e.g. e-mail, instant messaging services) as well as the telephone lines of certain of its personnel (“Monitored Lines”) in order to (i) monitor / ensure compliance with internal policies and procedures, (ii) protect the safety of clients, employees and third parties, and/or (iii) comply with our regulatory and legal requirements. Where you receive a telephone call from our personnel via one of these Monitored Lines and/or make a telephone call to one of these Monitored Lines, your conversation will be recorded by the Firm. The telephone and electronic recordings are retained for 5 – 7 years, or such other longer period as we may determine from time to time, in accordance with the Firm’s regulatory requirements.

What are the consequences of failing to provide your personal information? 

As a regulated financial services firm, we are subject to legal and regulatory obligations that may require us to collect and store your personal information, such as the requirements to comply with the applicable law on prevention of financial crime, tax and regulatory reporting, or the rules on recording and monitoring of communications (as described above). We may also need to collect and use your personal information for the purposes of entering into or performance of a contractual arrangement between us or between you and our clients. A refusal to provide us with personal information may, depending on the purpose for which your personal information is required, have various consequences such as us being unable to communicate with you, the termination of any service or other contractual arrangement between us, or, where we have a reasonable suspicion of illegal activity, we may be required to make a report to regulatory or enforcement agencies.

What types of personal data we may collect and use?

The categories of personal data we may collect will depend on the nature of our relationship with you and the purpose of which information is being collected. Such personal data may include names, residential addresses or other contact details (including work e-mail, title, and telephone number), signature, nationality, date and place of birth, national insurance or other tax identification number, photographs, copies of identification documents, bank account details, information about assets or net worth, credit history, criminal and administrative offences, source of funds details, as well as special categories of data or other sensitive information.

Do we use automated decision-making processes? 

No.

Do we share your personal information with third parties? 

We may (to the extent relevant to the purpose for which we collect your information), share your personal data with third parties, such as: 

• our affiliates or other entities that are part of our group or with our clients; 
• any person to whom we have a right or obligation to disclose personal data, or where we determine that disclosure is necessary to protect or defend our rights or property, including with regulators, courts of law, governmental, regulatory or law enforcement agencies; 
• our internet, IT, telecommunications and other service providers, including, but not necessarily limited to, legal advisers, accountants, payroll administrators, insurance and employee benefits providers and administrators; 
• service providers and trading counterparties to our clients, including placement agents or distributors, brokers, banks, trading venues, clearing houses, custodians, corporate services providers, administrators of our funds or accounts, and providers of customer relationship management tools; 
• credit reference agencies and other third parties conducting background checks in the context of employment or client, counterparty, or investment due diligence; 
• any person, as directed by you; or
• any person to whom we transfer any of our rights or obligations under any agreement, or in connection with a sale, merger or consolidation of our business or other transfer of our assets, whether voluntarily or by operation of law, or who is otherwise deemed to be our successor or transferee.

Transfers of personal information to countries outside of the European Economic Area (EEA) 

Due to the international nature of our business, your personal data may be transferred to countries outside of the EEA, such as to jurisdictions where we or our clients conduct business or have a service provider, including countries that may not have the same level of data protection as that afforded by the EU General Data Protection Regulation together with any implementing legislation including the Data Protection Act 2028 and other data protection rules applicable to us (collectively, “Data Protection Law”). In these circumstances, we take steps to seek to ensure that the recipient keeps your information confidential and that it is held securely in accordance with the requirements of Data Protection Law. 

What personal information may we collect?

We may collect and process data the below listed information with respect to persons connected with the investment services we provide. We may process personal data about relevant persons connected with the investment services, for example investors in our funds, co-investors, directors of investee companies, etc. 

We may collect this information from a number of sources, including directly from you, from publicly available information such as social media sites (e.g. LinkedIn), via our affiliates, delegates, partners, service providers, professional advisors, or third-party entities with whom we undertake due diligence checks upon you. In doing so, we will ensure that the information we collect is proportionate to our stated purposes.

What are our legal bases for collecting and using the information?

We are entitled to use your personal data in the ways set out in this Privacy Notice on the following bases:

• The use of personal data in this way is necessary for the performance of a contract with you for provision of our products and/or services or to take steps at your request prior to entering into such a contract;
• We have legal or regulatory obligations that we have to discharge;
• The use of your personal data as described is necessary for our legitimate business interests, such as:

o Allowing us to effectively assess your appropriateness to invest in the fund;

o Allowing us to effectively verify your information;

o Allowing us to effectively and efficiently administer and manage the operation of our business;

o Allowing us to carry out due diligence on investments or potential investments for investment funds or accounts managed or advised by us;

o Ensuring a consistent approach to our investors; and/or

o Being able to contact you in relation to your prospective, or actual, investments.

• You have consented to such use;
• We may need to in order to establish, exercise or defend our legal rights or for the purpose of legal proceedings; and/or
• To establish, exercise or defend our legal rights for the purposes of legal proceedings.

If you have provided your consent, you may withdraw it at any time by contacting us on the details provided below.

What are your rights as a data subject?

In certain circumstances, in relation to your data, you have:

1. The right to be informed;
2. The right of access;
3. The right to rectification;
4. The right to erasure;
5. The right to restrict processing;
6. The right to data portability;
7. The right to object; and
8. Rights in relation to automated decision making and profiling.

Further details of your rights, including your right, and how, to register a complaint, can be found at the ICO's Website. If you wish to exercise any of these rights, please contact the relevant data controller (listed below). 

How long do we retain your personal information for?

We will generally keep personal information about you for as long as necessary in relation to the purpose for which it was collected, or for such longer period if required under applicable law or necessary for the purposes of our other legitimate interests. 

The applicable retention period will depend on various factors, such as any legal obligation to which we or our service providers are subject as well as on whether you decide to exercise your right to request the deletion of your information from our systems. 

As a minimum, information about you will be retained for the entire duration of any business relationship we may have with you, and for a minimum period of five years after the termination of any such relationship. 

We will, from time to time, review the purpose for which we have collected information about you and decide whether to retain it, update it, or securely delete it, if the information is no longer required.

Changes to our Privacy Notice

We reserve the right, at our discretion, to change, modify, add to, or remove portions from, our Privacy Notice at any time and without warning. We will notify you of changes where required to do so. 

Our data controllers and how to contact us

Questions or individual data requests relating to this Privacy Notice should be addressed to the Compliance Officer of the relevant data controller using the below contact details. For the purpose of the data protection legislation, the relevant data controllers are: 

Firm name: Finch Bay Capital LLP

Registered number: OC446754

Address: 7-10 Chandos Street, 3rd Floor North, London, W1G 9DQ

GDPR@FinchBayCapital.com 

Firm name: Finch Bay Ltd

Registered number: 14785747

Address: 7-10 Chandos Street, 3rd Floor North, London, W1G 9DQ

GDPR@FinchBayCapital.com