Introduction

Your privacy is very important to us. This notice (this “Privacy Notice”) is provided by Pelham Capital Ltd (the “Investment Manager”), Eagle's Rest Limited (the “Sub-Investment Manager”) and Pelham Capital Management Limited (the “Agent”, and collectively with the Investment Manager, the Sub-Investment Manager and their respective affiliates, the “Pelham Group”), and Pelham Long/Short Fund Ltd, Pelham Long/Short Fund LP, Pelham Long/Short Master Fund Ltd, Pelham Long/Short Small Cap Fund Ltd, Pelham Long/Short Small Cap Fund LP and Pelham Long/Short Small Cap Master Fund Ltd (collectively, the “Funds” and each, a “Fund”, and together with the Pelham Group, “we” or “us”), and sets forth our policies for the collection, use, storage, sharing, disclosure (collectively, “processing”) and protection of personal data relating to current, prospective and former investors in the Funds, as applicable. Capitalised terms used but not defined herein have the meanings assigned to them in the Offering Memorandum of the relevant Fund, as may be supplemented, updated or modified from time to time (the “Memorandum”).

References to “you” or an “investor” in this Privacy Notice mean any investor who is an individual, or any individual connected with an investor who is a legal person, as applicable.

Who to Contact About This Privacy Notice

This Privacy Notice is being provided in accordance with the applicable requirements under the privacy and data protection laws that apply in the jurisdictions where we operate (collectively, the “Data Protection Laws”). The Funds and the Pelham Group are considered to be data controllers in respect of any personal information we hold about you for the purposes of certain Data Protection Laws. This means that each Fund and the Pelham Group (alone or jointly, as applicable) determines the purposes and the means of the processing of your personal information.

Please contact our Compliance Officer on +44 (0) 207 747 0200 or by writing to the following address Pelham Capital Ltd, Smithson Plaza, 14th Floor, 25 St James’s Street, London SW1A 1HA, United Kingdom, with any questions about this Privacy Notice or requests with regards to the personal data we hold.

Please note that the Administrator and the Prime Brokers and Custodians work under a range of professional and legal obligations that require them to process personal data (e.g., anti-money laundering legislation). In order to meet the requirements of such obligations, they, from time to time, would not be acting on our instructions but instead in accordance with their own respective professional or legal obligations and therefore as data controllers in their own right with respect to such processing. For more specific information or requests in relation to the processing of personal data by the Administrator, the Prime Brokers and Custodians or any other service provider of the Funds, you may also contact the relevant service provider directly at the address specified in the Directory section of the Memorandum or by visiting their websites.

The Types of Personal Data We May Hold

The categories of personal data we may collect include names, residential or business addresses, or other contact details, signature, nationality, tax identification or passport number, date of birth, place of birth, photographs, copies of identification documents, bank account details, information about assets or net worth, credit history, information on investment activities, or other personal information, such as certain special categories of personal data (including, where relevant, information on political affiliations, ethnic origin, or criminal convictions), as specified under the applicable Data Protection Laws, that may be contained in the relevant materials, documents, or obtained through background searches.

How We Collect Personal Data

We may collect personal data about you through: (i) information provided directly to us by you, or another person on your behalf; (ii) information that we obtain in relation to any transactions between you and us; and (iii) recording and monitoring of telephone conversations with you.

We also may receive your personal information from third parties or other sources, such as our affiliates, the Administrator, publicly accessible databases or registers, tax authorities, governmental agencies and supervisory authorities, credit agencies, fraud prevention and detection agencies, or other publicly accessible sources, such as the Internet.

How We May Use Personal Information

We may process your personal data for the purposes of administering the relationship between you and us (including subscription acceptance, communications and reporting), marketing of our products and services, monitoring and analysing our activities, and complying with applicable legal or regulatory requirements (including anti-money laundering, fraud prevention, tax reporting, sanctions compliance, or responding to requests for information from supervisory authorities, or law enforcement agencies).

We will use one of the permitted grounds under the applicable Data Protection Laws to process your personal information. Such grounds include, for example, circumstances where:

1. processing is necessary to perform our obligations under the Fund Documents;
2. we are required to comply with a legal or regulatory obligation applicable to us; or
3. we, or a third party on our behalf, have determined that it is necessary for our legitimate interests to collect and use your personal information, such as if we believe that you have a reasonable expectation for us or a third party to collect or use your personal information for such purpose.

What Are The Consequences Of Failing To Provide Personal Information

Where personal data is required to satisfy a statutory obligation (including compliance with applicable anti-money laundering or sanctions requirements) or a contractual requirement, failure to provide such information may result in your subscription in the applicable Fund being rejected or your Shares or Interests becoming subject to compulsory redemption or withdrawal, as applicable. Where there is suspicion of unlawful activity, failure to provide personal data may result in the submission of a report to the relevant law enforcement agency or supervisory authority.

How We May Share Personal Data

We may disclose information about you to our affiliates, service providers (including the Administrator), or other third parties to accept your subscription, administer and maintain your account(s), or otherwise perform our contractual obligations. We may also need to share your personal information with regulatory, tax or law enforcement authorities to comply with applicable legal or regulatory requirements, respond to court orders, or in the context of regulatory requests for information, administrative proceedings, or investigations. We will also release information about you if you direct us to do so.

It may also be necessary, under anti-money laundering and similar laws, to disclose information about you to facilitate the establishment of trading relationships for the Fund with the Prime Brokers and Custodians, executing brokers or other trading counterparties.

We may also disclose information about you, or your transactions and experiences with us, to our affiliates or service providers for our everyday business purposes, such as administration of our business, record-keeping, maintaining security of our information technology systems, reporting and monitoring of our activities, investor relations activities, and compliance with applicable legal and regulatory requirements.

We may also disclose information you provide to us pursuant to a joint marketing arrangement (i.e., an arrangement between non-affiliated financial companies that together market financial products or services to you). Our joint marketing partners may include companies such as Glenernie Capital Ltd.

Retention Periods and Security Measures

We will not retain personal data for longer than is necessary in relation to the purpose for which it is collected, subject to the applicable Data Protection Laws. Personal data will be retained for the duration of your investment in the applicable Fund and for a minimum of five years after a redemption or withdrawal, as applicable, of your investment, or liquidation of the applicable Fund. We may retain personal data for a longer period for the purpose of marketing our products and services or compliance with applicable law. From time to time, we will review the purpose for which personal data has been collected and decide whether to retain it or to delete if it no longer serves any purpose to us.

To protect your personal information from unauthorised access and use, we apply organisational and technical security measures in accordance with applicable Data Protection Laws. These measures include computer safeguards and secured files and buildings.

We will notify you of any material personal data breaches affecting you in accordance with the requirements of applicable Data Protection Laws.

Monitoring of Communications

We may record and monitor telephone conversations and electronic communications with you for the purposes of: (i) ascertaining the details of instructions given, the terms on which any transaction was executed or any other relevant circumstances; (ii) ensuring compliance with our regulatory obligations; and/or (iii) detecting and preventing the commission of financial crime.

Additional Information under the U.S. Gramm-Leach-Bliley Act 1999 (Reg S-P) and Fair Credit Reporting Act (Reg S-AM)

For purposes of U.S. federal law, this Privacy Notice applies to current and former investors who are individuals or Individual Retirement Accounts. We are providing this additional information under U.S. federal law.

We may disclose information about our investors, prospective investors or former investors to affiliates (i.e., financial and non-financial companies related by common ownership or control) or non-affiliates (i.e., financial or non-financial companies not related by common ownership or control) for our everyday business purposes, such as to process your transactions, maintain your account(s) or respond to court orders and legal investigations. Thus, it may be necessary or appropriate, under anti-money laundering and similar laws, to disclose information about the Fund’s investors in order to accept subscriptions. We will also release information about you if you direct us to do so.

We may share your information with our affiliates for direct marketing purposes, such as offers of products and services to you by us or our affiliates. You may prevent this type of sharing by contacting us at +44 (0) 207 747 0200. If you are a new investor, we can begin sharing your information with our affiliates for direct marketing purposes 30 days from the date we sent this Privacy Notice. When you are no longer our investor, we may continue to share your information with our affiliates for such purposes.

You may contact us at any time to limit our sharing of your personal information. If you limit sharing for an account, you hold jointly with someone else, your choices will apply to everyone on your account. U.S. state laws may give you additional rights to limit sharing.

Additional Information under the EU General Data Protection Regulation

You may have certain rights under EU General Data Protection Regulation (“GDPR”) in relation to our processing of your personal data and any processing carried out on your behalf. These rights include: (i) the right to request access to your personal data; (ii) the right to request rectification of your personal data; (iii) the right to request erasure of your personal data (the “right to be forgotten”); (iv) the right to restrict our processing or use of your personal data; (v) the right to object to our processing or use where we have considered this to be necessary for our legitimate interests (such as in the case of our marketing activities); (vi) where relevant, the right to request the portability of the data; (vii) if your consent to processing has been obtained, the right to withdraw your consent at any time; and (viii) the right to lodge a complaint with a supervisory authority. Please note that the right to be forgotten that applies in certain circumstances under GDPR is not likely to be available in respect of the personal data we hold, given the purpose for which we collect such data, as described above.

A complaint in respect of the Investment Manager may be made to the Information Commissioner’s Office in the United Kingdom. A complaint in respect of the Sub-Investment Manager may be made with the Data Protection Authority in Jersey or at www.jerseyoic.org.

Due to the international nature of our business, your personal data may be transferred to jurisdictions that do not offer equivalent protection to personal data as under the GDPR (“Third Countries”). In such cases, we will process personal data (or procure that it be processed) in the Third Countries in accordance with the requirements of GDPR, which may include having appropriate contractual undertakings in legal agreements with service providers who process personal data on our behalf in such Third Countries. We may also be required to transfer your personal information to our regulators or government agencies in Third Countries in cases where such transfers are necessary in the context of administrative proceedings, such as requests for information, examinations or investigations, or to other relevant parties in Third Countries where it is necessary for the purposes of establishing, bringing, or defending legal claims, or for another legitimate business purpose, such as compliance with our legal or regulatory obligations under foreign law.

Rev. April 2024

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, Pelham Capital Ltd (“Pelham”) is required to include on this website 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. On 24 October the FRC published the revised 2020 Stewardship Code that became effective from 1 January 2020. The 2020 Code comprises a set of 12 "apply and explain" Principles.

The aim of the Code is to enhance 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 FRC defines ‘stewardship’ as ‘the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.’ Pelham acknowledges the Law Commission’s finding that effective stewardship should take into account environmental, social and governance (ESG) factors in investment-decisions, where these are financially material. ESG factors that may not have a material financial impact in the next earnings quarter may still have a material financial impact over years. Asset owners and asset managers that invest in line with clients’ and beneficiaries’ interests and investment time horizon would be expected to take these long-term impacts into account. Market quality can be improved by greater transparency and by holding companies to account more effectively through active stewardship. In higher quality markets, companies will be less inclined to pursue strategies that produce immediate results, at the expense of delivering longer term value through investment in innovation. Note that Pelham’s investment strategies have a long-term investment horizon of two to five years or more.

The 2020 Code Principles are:

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.

Pelham supports the objectives underlying the Code in the performance of its investment activities. Pelham’s investment team carries out deep dive fundamental investment analysis of its investee companies, which may involve engaging with company management on specific issues. Pelham’s investment strategies have an investment objective of delivering superior risk adjusted returns, primarily by taking long and short positions with an investment horizon of two to five years, investing in equities, derivatives and indices.

The extent to which Pelham would expect to engage and influence change will depend on the specific situation, and in particular the amount its clients own of the investment relative to the investments overall share capital. Engagement may focus on matters such as: capital structure, strategy and operations, financial performance, risks and opportunities. Pelham also retains the discretion to exit an investment if engagement has been or is likely to be unsuccessful.

Overall, while Pelham supports the objectives of the Code and believes in adhering to the highest standards of corporate governance and due diligence when making investment decisions on behalf of its investors, Pelham does not believe that it would be appropriate to formally commit itself to one set of principles at this time, given the number of international initiatives that are being developed or are in the process of being adopted, for example to cater for ESG.

Pelham views transparency, integrity and accountability as a part of the infrastructure of a responsible business, and a necessary requirement for it to meet its regulatory obligations as an FCA regulated investment manager.

Pelham will continue its observation of the Stewardship Code as well as other initiatives that have been proposed. Although Pelham has not made an application to become a signatory of the Stewardship Code, Pelham and its staff have a fiduciary duty to act in the best interests of its clients, by following the highest legal, ethical and professional standards in its business, and Pelham is fully aware of the objectives of stewardship as set out in the Code. Pelham will continue to monitor it status against these objectives, and it may decide to review its position and make an appropriate disclosure at that time.

This Statement is reviewed annually and updated where necessary to reflect changes in circumstances and actual practice.  Should the Firm’s position change we will review our commitment to the Code and make appropriate disclosure at that time.

For any questions regarding this disclosure statement please email compliance@pelhamcapital.com.

Introduction

Pelham Capital Ltd (“Pelham”) is an investment management firm which is authorised and regulated by the UK Financial Conduct Authority (“FCA”) to undertake discretionary investment management and advisory activities as an Alternative Investment Fund Manager (“AIFM”) with no “top-up” MIFID activities (e.g. the provision of portfolio management for segregated mandates). Pelham has been categorised by the FCA as a Collective Portfolio Management (“CPM”) firm for prudential purposes, which means that it only carries out investment management activities for collective investment vehicles and it is not subject to most of the requirements of the European MiFID II Directive.

EU Shareholder Rights Directive II (SRD II)

Article 3g of SRD II, which is summarised in the FCA Handbook under COBS 2.2B, requires a firm such as Pelham to either:

1(a) develop and publicly disclose an engagement policy that meets the requirements of COBS 2.2B.6R (an “engagement policy”); and (b) publicly disclose on an annual basis how its engagement policy has been implemented in a way that meets the requirements of COBS 2.2B.7R; or (2) publicly disclose a clear and reasoned explanation of why it has chosen not to comply with any of the requirements imposed by (1).

• Such an engagement policy requires a firm to describe how it:

• integrates shareholder engagement in its investment strategy:

• monitors investee companies on relevant matters, including:

  • strategy

  • financial and non-financial performance and risk

  • capital structure

  • social and environmental impact and corporate governance

• conducts dialogues with investee companies;

• exercises voting rights and other rights attached to shares;

• cooperates with other shareholders;

• communicates with relevant stakeholders of the investee companies; and

• manages actual and potential conflicts of interests in relation to the firm’s engagement.

Pelham’s Engagement Policy

Pelham’s investment strategy is such that it does not by default favour short termism and excessive risk taking, but to deliver consistently superior risk-adjusted returns through fundamental analysis applied to an equity long / short management approach by investing with an investment horizon of two to five years in listed equities, derivatives and indices and strategically holding exposure to small, medium, and large capitalisation companies.

Pelham acknowledges it has a fiduciary duty to preserve and enhance the interests of all of its clients. Effective and responsible ownership is part of Pelham’s investment process. Engagement, which incorporates analysis of a company about risks that may affect its value, and the proper exercising of voting powers, are key to this process. Pelham generally supports the objectives of SRD II, and an engagement policy will be available to investors in Pelham’s funds, upon request, by contacting Pelham’s Compliance Officer at compliance@pelhamcapital.com

1. Pelham Capital Ltd was authorised as a full scope AIFM under the Alternative Investment Fund Managers Directive on 29th September, 2014. Prior to this date the firm had been authorised by the FSA (precursor regulator to the FCA) under its earlier guise of Pelham Capital LLP, since 1st October 2007.

2. CPM firm is a full scope UK AIFM which does not have a Part4A permission to carry on any regulated activities other than those in connection with the purpose of managing collective investment undertakings.