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If you access or use (or attempt to use or access) this site in breach of any of the Terms and Conditions, neither Portman Square Capital LLP nor any of its associates or affiliates will be liable to you for any loss or damage that may result to you or a third party (including without limitation, any direct, indirect, incidental or consequential loss or damage, or any loss of revenue, business profits, goodwill, data, or any opportunity) in connection with such use or access (or attempt to use or access) of this site.
RESTRICTIONS ON ACCESSING THIS SITE IN THE UNITED STATES:
The information within this site is issued by Portman Square Capital LLP to sophisticated investors who are “Accredited Investors” as defined in Regulation D promulgated under the U.S. Securities Act 1933 as amended (“the Securities Act”) and “Qualified Purchasers” as defined under the U.S. Investment Company Act 1940 as amended (“the Company Act”). The provision of the information in this web site does not constitute an offer to purchase or the solicitation of an offer to sell any securities to any person in the United States or to any U.S. Person as such term is defined under the Securities Act, as amended. The information contained in this site about Portman Square Capital LLP is not directed to any person in the United States
TERMS AND CONDITIONS
In these Terms and Conditions, references to “you” and “your” are references to any person using or accessing (or attempting to use or access) this site.
INFORMATION ON THIS SITE:
The information on this site is issued by Portman Square Capital LLP (“PSC LLP”), which is authorised and regulated by the Financial Conduct Authority of the United Kingdom (“FCA”).
The information on this site is directed only at persons or entities in any jurisdiction or country where such access to and use of information is not contrary to local law or regulation. Accordingly, all persons who access this site are required to inform themselves of and to comply with any such restrictions.
INFORMATION ON THIS SITE:
This site contains both general information about PSC LLP, including certain regulatory disclosures (“General Information”) and information about certain alternative investment funds (the “Funds”) which may be managed, advised or promoted by PSC LLP (“Fund Information”).
The Funds are not recognised collective investment schemes for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom (the “Act”). The promotion of the Funds and the distribution of offering materials in relation to the Funds in the United Kingdom is accordingly restricted by law. Fund Information is directed only at persons who are professional clients and eligible counterparties for the purposes of the FCA Rules. Information on this site must not be accessed (or attempted to be accessed), relied on, or acted upon by any other persons. If you have any doubts about your status, you must NOT access this site. Please contact PSC LLP if you require any further information on your status.
It may be unlawful to access or download the information contained in this site in certain countries and PSC LLP disclaims all responsibility if you access or download any information from this site in breach of any law or regulation of the country in which you are residing.
An application for shares in any of the Funds referred to on this site should only be made having read fully the relevant prospectus and other offering information for the Fund. It is your responsibility to use such documentation and by making an application you will be deemed to represent that you have read such applicable documentation and agree to be bound by its contents.
NO ADVICE:
The information on this site is provided solely on the basis that you make your own investment decisions and does not constitute a personal recommendation or investment advice. Should you have any queries about the Funds, you should contact your financial adviser. Unless separately and expressly agreed, PSC LLP neither provides investment advice to, nor receives and transmits orders from, nor carries on any other MiFID investment services and activities for, users of this site.
RISK FACTORS:
There are significant risks associated with any investment in any of the Funds. Investment in any Fund is intended only for sophisticated investors who can accept the risks associated with such an investment (including, without limitation, a substantial or complete loss of their investment), and who have no need for immediate liquidity in their investment. Investments will be subject to strict limitations on transferability and withdrawal. There will be no secondary or public market.
Past performance may not be repeated and should not be seen as a guide to future performance. The value of investments and the income from them may go down as well as up, and investors may not get back the amount originally invested. Exchange rates may cause the value of overseas investments and the income arising from them to rise or fall. The levels and bases of and reliefs from taxation may change. Investors in any Fund should consult their own tax adviser in order to understand any applicable tax consequences.
The foregoing list of risk factors is not complete and reference should be made to the relevant prospectus or other offering memorandum for the Fund. An investment may only be made after receiving and reviewing the prospectus or offering memorandum and the risk factors contained therein.
ACCURACY OF INFORMATION:
The information contained on this site (including any expression of opinion or forecast) has been obtained from, or is based on, sources believed by PSC LLP to be reliable, but is not guaranteed as to its accuracy or completeness. Such information is provided without obligation on the part of PSC LLP and its associated companies and on the understanding that any person who acts upon it or changes his investment position in reliance on it does so entirely at his own risk. The information contained on this site does not constitute an offer to buy or sell, or an invitation to make an offer to buy or sell, shares in any investment.
Information posted on this site is current only as at the date it is first posted and may no longer be true or complete when viewed by you. All information contained on this site may be changed or amended without prior notice, although PSC LLP does not undertake to update this site regularly. No representation, warranty or undertaking is given as to the accuracy or completeness of the information contained on this site by PSC LLP or any of its associated companies and no liability is accepted by such persons for the accuracy or completeness of such information. In no event will PSC LLP or any of its associated companies be liable to any person for any direct, indirect, special or consequential damages arising out of any use of the information contained on this site, or on any other hyper-linked site, including, without limitation, any lost profits, business interruption, loss of programs or data on your equipment, or otherwise, even if PSC LLP is expressly advised of the possibility or likelihood of such damages.
You should be aware that the Internet is not a completely reliable transmission medium. PSC LLP does not accept any liability for any data transmission errors such as data loss or damage or alteration of any kind, including, but not limited to any direct, indirect or consequential damage, arising out of the use of the products or services referred to on this site.
Notwithstanding any other statement herein, nothing in these Terms and Conditions is intended to exclude or restrict any duty or liability that PSC LLP has to its customers under the "regulatory system" in the United Kingdom (as such term is defined in the FCA Rules) or which may not be excluded or restricted as a matter of applicable law.
INDEMNITY:
You agree to indemnify and hold harmless PSC LLP, its affiliates and licensors, and the officers, partners, employees, and agents of PSC LLP and its affiliates and licensors, from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with your breach of these Terms and Conditions.
LINKED WEBSITES:
This site may be linked to third party websites or contain information provided by third parties. PSC LLP does not make any representation as to the accuracy or completeness of such websites or information, has not and will not review or update such websites or information, and cautions you that any use made of such websites or information is at your own risk. PSC LLP does not accept any liability arising out of the information contained on any linked website or information on this site provided by a third party and the use of such sites and information is at your own risk.
COPYRIGHT, TRADEMARKS AND OTHER RIGHTS:
Copyright, trademarks, database rights, patents and all similar rights in this site and the information contained in it are owned by PSC LLP, its licensors or relevant third party content providers. You may use the information on this site and reproduce it in hard copy for your personal reference only. Such information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another database, document or other materials without our prior written consent. Nothing on this site should be considered as granting any licence or right in relation to any trademark of PSC LLP or any third party.
PRIVACY AND COOKIES:
PSC LLP is as concerned as you are about the privacy of any personal information you may provide to it through this site. A "cookie" is a piece of information that is saved to your computer's hard disk by the web server. Confirmation of reading and accepting these terms and conditions will place a cookie on your computer's hard disk. This will facilitate your navigation of this website by not showing these terms and conditions again during this browser session. It will also allow PSC LLP to record your visit. This cookie is temporary and will be removed when you close your browser.
Personal Data and Privacy Notice
This Privacy Notice explains how Portman Square Capital LLP (the “Firm”) collects, uses and discloses your personal data, and your rights in relation to the personal data it holds.
The Firm is the data controller of your personal data and for the purposes of data protection law, such as the European Union’s General Data Protection Regulation (“GDPR”). We are responsible for ensuring that we use your personal data in compliance with all data protection law.
If you have any queries with regard to this policy please email: petros.toseland@portmansquarecapital.com
We may amend this Privacy Notice from time to time, to reflect any changes in the way that we collect and use your personal data. This Privacy Notice supersedes any previous versions you may have received from us.
Please take the time to read and understand this Privacy Notice
HOW WE COLLECT YOUR DATA
We may collect your personal data in a number of ways, for example:
From the information you provide to us when you meet with one of our team or when we communicate with you by telephone, email or any other form of electronic communication. In this respect, we may monitor, record and store any such communication;
From third parties; and
From publicly available sources.
THE CATEGORIES OF THE DATA WE COLLECT
We may collect the following categories of personal data about you:
Your name, and contact information such as mailing or email address and telephone number;
Information about your employment and education; and
In the event you are an individual investor looking to be categorised as an Elective Professional Client, information relating to your knowledge, experience, skills and ability.
USES OF YOUR PERSONAL DATA
We may process your personal data because it is necessary for our legitimate interests or to fulfil our contractual obligations.
We may use your personal data to provide you with information about us or one of the alternative investment funds managed by us (“the Funds”) that you (or a third party you're present) have invested in or which you (or a third party you represent) have expressed an interest in.
We may use your personal data to carry out our ordinary or reasonable business activities or for general business administration, including communicating with service providers and counterparties.
If you have entered into a contract with us, processing will be necessary for the performance of that contract, or will be done at your request prior to the contract.
We may also process your data for our compliance with relevant legal or regulatory obligations.
DISCLOSURE OF YOUR PERSONAL DATA TO THIRD PARTIES
From time to time, in accordance with the purposes described above, we may disclose your personal data to other parties, including (a) the Fund administrator, (b) professional advisers such as law firms and accountancy firms, (c) other service providers, including technology service providers, (d) counterparties and (e) courts and regulatory, tax and governmental authorities. Some of these persons will process your personal data in accordance with our instructions and others will themselves be responsible for their use of your personal data. These persons may be permitted to further disclose the personal data to other parties.
TRANSFERS OF YOUR PERSONAL DATA OUTSIDE THE EUROPEAN ECONOMIC AREA
Your personal data may be transferred to and stored by persons outside the European Economic Area (the “EEA”).
Where personal data is transferred outside the EEA, we will ensure that the transfer is subject to appropriate safeguards or is otherwise permitted under applicable law.
You can obtain more details of the protection given to your personal data when it is transferred outside the EEA, by contacting us using the details set out below.
RETENTION OF PERSONAL DATA
How long we hold your personal data for will vary. The retention period will be determined by various criteria, including the purposes for which we are using it (as it will need to be kept for as long as is necessary for any of those purposes) and legal obligations (as laws or regulations may set a minimum period for which we have to keep your personal data).
YOUR RIGHTS
You have a number of legal rights in relation to the personal data that we hold about you. These rights include the following:
i. The right to obtain information regarding the processing of your personal data and access to the personal data that we hold about you.
ii. In some circumstances, the right to receive some personal data in a structured, commonly used and machine-readable format and the right to request that we transmit that data to a third party where this is technically feasible. Please note that this right only applies to personal data which you have provided to us.
iii. The right to request that we rectify your personal data if it is inaccurate or incomplete.
iv. The right to request that we erase your personal data in certain circumstances. Please note that there may be circumstances where you ask us to erase your personal data but we are legally required or permitted to retain it.
If you would like further information on the collection, use, disclosure, transfer or processing of your personal data or to exercise any of the rights listed above, please address questions and requests to:toby.lingard@portmansquarecapital.com
If you would like further information on the collection, use, disclosure, transfer or processing of your personal data or to exercise any of the rights listed above, please address questions and requests to: petros.toseland@portmansquarecapital.com
v. The right to object to, and the right to request that we restrict our processing of your personal data in certain circumstances. Again, there may be circumstances where you object to, or ask us to restrict our processing of your personal data but we are legally required or permitted to continue processing your personal data or to refuse that request.
vi. The right to lodge a complaint with the data protection regulator (details of which are provided below) if you think that any of your rights have been infringed by us.
You can exercise your rights by contacting us using the details set out under “Contacting Us” below. You can find out more information about your rights by contacting an EU data regulator such as the UK’s Information Commissioner’s Office, or by searching its website at ico.org.uk.
CONTACTING US
If you would like further information on the collection, use, disclosure, transfer or processing of your personal data or to exercise any of the rights listed above, please address questions and requests to: petros.toseland@portmansquarecapital.com
PILLAR 3
The Capital Requirements Directive (‘the Directive’) of the European Union establishes a revised regulatory capital framework across Europe governing the amount and nature of capital credit institutions and investment firms must maintain.
In the United Kingdom, the Directive has been implemented by the Financial Conduct Authority (‘FCA’) in its regulations through the General Prudential Sourcebook (‘GENPRU’) and the Prudential Sourcebook for Banks, Building Societies and Investment Firms (‘BIPRU’).
The FCA framework consists of three ‘Pillars’: •
Pillar 1 sets out the minimum capital amount that meets the firm’s credit, market and operational risk capital requirement;•
Pillar 2 requires the Firm to assess whether its capital reserves, processes, strategies and systems are adequate to meet pillar 1 requirements and further determine whether it should apply additional capital , processes, strategies or systems to cover any other risks that it may be exposed to; and•
Pillar 3 requires disclosure of specified information about the underlying risk management controls and capital position to encourage market discipline.
The rules in BIPRU 11 set out the provision for Pillar 3 disclosure. This document is designed to meet our Pillar 3 obligations.
This Pillar 3 disclosure has been prepared by Portman Square Capital LLP (“The Firm”) in accordance with the requirements of BIPRU 11 and is verified by the senior management. Unless otherwise stated, all figures are as at the Firm’s 31st March financial year-end.
Pillar 3 disclosures are issued on an annual basis after the Firm’s financial year-end and published as soon as practical when the audited annual accounts are finalised.
We are permitted to omit required disclosures if we believe that the information is immaterial such that omission would be unlikely to change or influence the decision of a reader relying on that information for the purpose of making economic decisions about the Firm.
In addition, we may omit required disclosures where we believe that the information is regarded as proprietary or confidential. In our view, proprietary information is that which, if it were shared, would undermine our competitive position. Information is considered to be confidential where there are obligations binding us to confidentiality with our customers, suppliers and counterparties.
Where we have chosen to omit information because it is proprietary or confidential we have explained the omission and provided our reason.
SCOPE AND APPLICATION OF THE REQUIREMENTS
The Firm is authorised and regulated by the FCA and as such is subject to minimum regulatory capital requirements. The Firm is categorised as a “Limited Licence Firm” by the FCA for capital purposes.
It is an investment management firm and as such has no trading book exposures
RISK MANAGEMENT
The Firm has established a risk management process in order to ensure that it has effective systems and controls in place to identify, monitor and manage risks arising in the business. The risk management process is overseen by the Chief Risk Officer, with the Senior Management team taking overall responsibility for this process and the fundamental risk appetite of the Firm. The Compliance Officer has responsibility for the implementation and enforcement of the Firm’s risk principles.
Senior Management meet on a regular basis and discuss current projections for profitability, cash flow, regulatory capital management, business planning and risk management. Senior Management engage in the Firm’s risks though a framework of policy and procedures having regard to the relevant laws, standards, principles and rules (including FCA principles and rules) with the aim to operate a defined and transparent risk management framework. These policies and procedures are updated as required.
The Senior Management team has identified that business, operational, market and credit are the main areas of risk to which the Firm is exposed. Annually the Senior Management team formally review their risks, controls and other risk mitigation arrangements and assess their effectiveness.
A formal update on operational matters is provided to the Senior Management team on a regular basis. Management accounts demonstrate continued adequacy of the Firm’s regulatory capital and are reviewed on a regular basis.
Appropriate action is taken where risks are identified which fall outside of the Firm’s tolerance levels or where the need for remedial action is required in respect of identified weaknesses in the Firm’s mitigating controls.
RISKS
Specific risks applicable to the Firm come under the headings of business, operational, credit and market risks.
BUSINESS RISK
The Firm’s revenue is reliant on the performance of the existing funds under management and its ability to launch new funds/obtain new mandates. As such, the primary risk posed to the Firm relates to underperformance resulting in a decline in revenue and adverse market conditions hindering the launch of new funds and ultimately the risk of redemptions from the funds managed by the Firm. This risk is mitigated by e.g.
- the use of redemption gates imposed by the funds and;
- the significant levels of capital held by the Firm which will continue to cover all the expenses of the business.
OPERATIONAL RISK
The Firm places strong reliance on the operational procedures and controls that it has in place in order to mitigate risk and seeks to ensure that all personnel are aware of their responsibilities in this respect.
The Firm has identified a number of key operational risks to manage. These relate to IT systems failure, failure of third-party service providers, key man risk, regulatory breaches, market abuse and building failure. Appropriate polices are in place to mitigate against these risks, which includes taking out adequate professional indemnity insurance, business continuity planning, risk controls and compliance monitoring and training.
CREDIT RISK
The Firm is exposed to credit risk in respect of its investment management fees billed and cash held on deposit.
The number of credit exposures relating to the Firm’s investment management is limited. Management fees are drawn monthly from the funds managed and performance fees are drawn annually, where applicable. The Firm considers that there is little risk of default by its clients. All bank accounts are held with large international credit institutions.
However, since the debtors investment management fees due are primarily inter-group this is not considered a significant risk. The Firm considers that there is little risk of default by its sole client and all bank accounts are held with large international credit institutions.
Given the nature of the Firm’s exposures, no specific policy for hedging and mitigating credit risk is in place. The Firm uses the simplified standardised approach detailed in BIPRU 3.5.5 of the FCA Handbook when calculating risk weighted exposures of 1.6% (Cash in Bank) and 8% in respect of its other assets.
LIQUIDITY RISK
The Firm is required to maintain sufficient liquidity to ensure that there is no significant risk that its liabilities cannot be met as they fall due or to ensure that it can secure additional financial resources in the event of a stress scenario.
The Firm retains an amount it considers suitable for providing sufficient liquidity to meet the working capital requirements under normal business conditions. The Firm has always had sufficient liquidity within the business to meet its obligations and there are no perceived threats to this given the cash deposits its holds. Additionally, it has historically been the case that all management fee debtors are settled promptly, thus ensuring further liquidity resources are available to the Firm on a timely basis. The cash position of the Firm is monitored by the Chief Operating Officer on a regular basis.
The Firm maintains a Liquidity risk policy which formalises this approach.
REGULATORY CAPITAL
The Firm is a Limited Liability Partnership and its capital arrangements are established in its Partnership deed. Its capital is summarised as follows:
The main features of the Firm’s capital resources for regulatory purposes are as follows:
31/03/23
Tier 1 capital* £ GBP 4,221,783£££
Tier 2 capital 0
Tier 3 capital** 0
Deductions from Tiers 1 and 2 0
Total capital resources £ GBP 4,221,783*
No hybrid tier one capital is held
Our Firm is small with a simple operational infrastructure. Its market risk is limited to foreign exchange risk on its accounts receivable in foreign currency and credit risk from management and performance fees receivable from the funds. The Firm follows the standardised approach to market risk and the simplified standard approach to credit risk.
Limited Licence - The Firm is subject to the Fixed Overhead Requirement and is not required to calculate an operational risk capital charge though it considers this as part of its process to identify the level of risk based capital required.
As discussed above the Firm is a limited licence firm and as such its capital requirements are:•
€50,000; and•
The sum of the market & credit risk requirements.
The Firm is not subject to an operational risk requirement.
The basic indicator approach calculates operational risk as a simple 15% of average annual income over 3 years. Where possible this has been based on historic figures.
It is the Firm’s experience that the Fixed Overhead Requirement establishes its capital requirements.
STEWARDSHIP CODE:
Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, the Firm is required to include a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code and sets out a number of principles relating to engagement by investors with UK equity issuers. The Firm pursues a multi strategy trading approach that involves a wide variety of products and timeframes and that generally does not involve it trading in single equities. Consequently, while the Firm supports the general objectives that underlie the Code, the provisions of the Code are not relevant to the type of trading currently undertaken by the Firm. If the Firm's investment strategy changes in such a manner that the provisions of the Code become relevant, the Firm will amend this disclosure accordingly.
REMUNERATION CODE
The Firm must comply with the FCA’s Remuneration Code (“the Code”) as set out in Article 14 of the Alternative Investment Fund Managers Directive (“AIFMD”) and SYSC 19B (The AFIM Remuneration Code) and SYSC 19C (the BIPRU Remuneration Code) of the FCA Handbook. The purpose of the Code is to ensure that firms have risk focused remuneration policies, which are consistent with and promote effective risk management and do not expose themselves to excessive risk. The code applies to all “Remuneration Code Staff” of the Firm who comprise of senior management, controlled function staff, risk takers, staff whose professional activities have a material impact on the Firm’s profile and any staff whose remuneration is on the same level as staff who hold control functions. The Firm has reviewed all existing employment contracts to ensure they comply with the Code.
Senior management is responsible for setting the Remuneration Policy Statement for all members of staff and the COO is a member of the Senior Management team.
The Code can be applied in a proportionate way and, as such, Senior Management has determined that the following rules are not proportionate to the Firm and have not implemented these detailed rules:
· SYSC 19B 1.17 – retained units, shares and other instruments;
· SYSC 19B.1.18 – deferral; and
· SYSC 19B.1.19, 19B 1.20 – performance adjustment
Variable remuneration is not based solely on the financial performance of the individual. Senior management also considered the individuals overall (non-financial) performance to the whole team and the overall results of the funds or the Firm. The performance of the individual is assessed over the entire year.
QUANTITATIVE INFORMATION
The aggregate remuneration paid to the Firm’s Code Staff during the financial year ending on 31 March 2023 was GBP 9,404,482 of which GBP 4,692,819 was paid to Senior Management Code Staff.
SHAREHOLDER RIGHTS DIRECTIVE
The Firm is considering its position with respect to obligations under the Shareholder Rights Directive and will in due course publish in full an appropriate disclosure regarding its policy, related processes, and engagement with investee companies (as per FCA rules at COBS 2.2B.5 R)