Important Disclosure on Gatemore Capital Management LLP (for clients within the United Kingdom)
Gatemore Capital Management LLP is authorised and regulated by the Financial Conduct Authority and is a limited liability partnership registered in England and Wales. Registered No. OC346366. Registered Office: 33 Cavendish Square, London W1G 0PW.
Gatemore UK is in compliance with the current notice filing requirements imposed upon FCA registered firms.
This website is limited to the dissemination of general information pertaining to Gatemore UK’s investment advisory/management services. Any subsequent, direct communication by Gatemore UK with a prospective client shall be conducted by a representative that is FCA approved. For information pertaining to the authorisation status of Gatemore UK, please contact Gatemore UK or refer to the Financial Conduct Authority web site (www.fca.org.uk).
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Gatemore Capital Management LLP / Gatemore Special Opportunities Master Fund
The Alternative Investment Fund Managers Directive (“AIFMD”), a European Directive which took effect on 22 July 2013, is the new compliance regime for hedge funds and private equity funds operating or fundraising in the European Union.
Gatemore Capital Management LLP (“GCM”) recognises a number of enhanced investor protection measures under AIFMD, including increased transparency, more rigorous risk monitoring, and the requirement for an institutional depositary. Whilst these benefits may, in certain circumstances, come with incremental administrative costs, GCM embraces AIFMD as a standard that European investors should seek for their alternative investments wherever possible, provided meeting such standard does not significantly impact the returns of the underlying strategy.
Gatemore Special Opportunities Master Fund (“GSOF”) is an activist fund established by GCM to UK and US small cap stocks, through an AIFMD-compliant Cayman fund structure.
GCM is proposed to manage GSOF and is expected to receive fees in consideration for its services. GCM acknowledges that its duties as the alternative investment fund manager (AIFM) of the GSOF and other projects within the business, can raise potential conflicts of interest which it seeks to address through the supplements to its conflicts of interest policy (“Conflicts Policy”). The Conflicts Policy aims to demonstrate how GCM will mitigate the conflicts between its management of GSOF and its other projects with the goal of protecting the interests its investors investing into Gatemore Funds.
Please note that this note is intended to share our internal Conflicts Policy with our Clients and is therefore not a binding undertaking.
Gatemore’s FCA Regulatory Obligations
As part of GCM’s FCA authorisation, it is obligated to have processes, based on its Conflicts Policy, for continually identifying, recording and managing potential conflicts of interests. Where GCM is unable to manage any conflict of interest sufficiently with reasonable confidence to prevent risks of damage to its clients, it is obligated to make disclosures to said clients of the general nature and/or sources of the conflicts. Where such disclosure is made, GCM will endeavour to do so in a timely manner and in any case prior to making an investment recommendation, where applicable.
Since its inception, Gatemore has been committed to providing investment services with complete objectivity and the utmost integrity. This extract of the Conflicts Policy is being shared with you to demonstrate GCM’s intention to implement procedures ensuring its Clients that this standard will always remain.
Disclaimer: This letter is not a means of marketing, selling or otherwise soliciting interest in the units of any of the Gatemore Funds.
Under MiFID II, Gatemore is required to make public on an annual basis, for each class of financial instruments, where applicable, the top five execution venues in terms of trading volumes where they executed Client orders in the preceding year and information on the quality of execution obtained. Please find the relevant Information as follows:
Gatemore Capital Management LLP and Gatemore Ventures LLC (“Gatemore” and each a “Gatemore Affiliate”, together the “Gatemore Group”, “we” and “us”) are committed to protecting the privacy of those with whom we interact and we recognise the need to respect and protect information that is collected or disclosed to us (called “Personal Information”, explained below).
This Privacy Notice is intended to tell you how we use your personal information, and we provide enough detail to give you the information you need at a glance, with the option of following a link if you want to find out more. If you still cannot find the information you need, you can email us at email@example.com.
The Privacy Notice applies to devices, products, websites or applications that refer to or link to the Privacy Notice (collectively, our “Services”) and will apply whether you access our Services using a computer, mobile phone, tablet, TV, or other device.
Please see below for further information on our privacy practices:
1. Who are we?
2. What is Personal Information and what Personal Information does Gatemore collect about you?
3. How is your Personal Information collected?
4. How do we use your information?
5. To whom do we disclose your information?
6. What do we do to keep your information secure?
7. Data Retention – How long we will store/keep your Personal Information
8. Accessing your Personal Information and other rights you have
9. Third-Party Links and Products on Our Services
11. Your Choices (e.g. marketing related emails or otherwise)
12. Changes to this Privacy Notice
13. Contact Us / Further Information
Gatemore legal entity details can be found here. This Privacy Notice is issued on behalf of the Gatemore Group so when we mention “Gatemore”, “we”, “us” or “our” in this privacy notice we are referring to the relevant company in the Gatemore Group responsible for processing your Personal Information. Gatemore Capital Management LLP is the controller and responsible for this website.
We have appointed a data protection manager who is responsible for overseeing questions in relation to this Privacy Notice. If you have any questions about this Privacy Notice, including any requests to exercise your legal rights, please contact the data protection manager using the details set out below.
Our full details are: Gatemore Capital Management LLP
Data protection manager: David Cassells, Chief Compliance Officer
Email address: firstname.lastname@example.org
Postal address: 33 Cavendish Square, London W1G 0PW
For the purposes of this Privacy Notice “Personal Information” consists of any information that relates to you and/or information from which you can be identified, directly or indirectly. For example, information which identifies you may consist of your name, address, telephone number, photographs, location data, an online identifier (e.g. cookies identifiers and your IP address) or to one or more factors specific to your physical, physiological, genetic, mental, economic, cultural or social identity. When we combine other information (i.e. information that does not, on its own, identify you) with Personal Information, we treat the combined information as Personal Information.
We may collect use, store and transfer different kinds of Personal Information about you which we have grouped together as follows:
– Identity Data includes first name, last name and title.
– Contact Data includes address, email address and telephone number.
– Financial Data includes information about investments and pensions assets.
– Technical Data includes internet protocol (IP) address (IP addresses are a string of numbers assigned to a computer by an internet service provider).
– User Behaviour / Engagement Data includes the date and time of registration, usage session dates and duration, page views, features and functions used, preferences and settings selected, and location.
– Marketing and Communications Data includes your preferences in receiving marketing from us, and our third parties, and your communication preferences.
Gatemore collects information through its website and other Gatemore products, applications, platforms, services and events (our “Products”). We use different methods to collect data from and about you including:
You may give us your Identity, Contact and Marketing and Communications Data by filling in forms or by corresponding with us by email, phone or otherwise. This includes Personal Information you provide when you:
– Register for our Products,
– Set-up portfolios, preferences, and notifications/alerts connected to our Products;
– Use our Products;
– Otherwise interact with us.
iii. Third parties or publicly available sources.
We may receive personal data about you from various third parties and public sources as set out below:
– Identity and Contact Data from publicly available sources such as Companies House or the FCA.
We may use the Personal Information we collect for the following purposes:
– Provide our Services: to deliver our Products, as well as to administer systems and accounts;
– Customised Content: to provide customised content and layout of our Products and Services;
– Analysis Purposes: for assessment and analysis of our market, customers, products, and other Services, and to create sales, marketing and promotional plans and programs;
– Service Improvement: to enhance our Products and the user experience and to develop new products and services;
– Customer Support Services: to provide customer support services, product training and education to users;
– Crime Prevention: for the prevention or detection of fraud or crime;
– Business Purposes: for business monitoring and internal record keeping;
– Legal Obligations: to comply with our legal obligations;
– Training: for staff training and quality assurance purposes, particularly in relation to our customer support representatives; and
– Updates: to communicate with you, including communicating with you about your account, profiles or transactions with us, giving you important information about your products or other Services, sending you notices about any material changes to our Privacy Notice, and, where permitted by you and applicable laws, marketing, sending you offers and promotions for our Services.
The law allows us to use the Personal Information as set out above on the basis that the processing is necessary for the performance of a contract with you, or we are acting in our “legitimate interests”.
Gatemore may use your Personal Information to provide you with email notifications and other communications by email, post, telephone, and/or text message, on the basis that such use is necessary for the purposes of the legitimate interests pursued by us, or in the case of your email notification subscription, in order for us to perform our contract with you. For further information on this, see the “Your Choices” section of this Privacy Notice.
Combining Personal Information
We may combine the Personal Information that we collect from you (including information received from our affiliates) to the extent permitted by applicable law. For example, we may combine various different databases that contain your Personal Information to allow us to provide better support services and more personalised content (such as, marketing).
We will only use your Personal Information for our internal business purposes, some of which are mentioned above. We do not sell any of your Personal Information to third parties. However, we may disclose your information to the following entities:
We may need to transfer your Personal Information to other Gatemore Affiliates to provide the Services you require or any other services/assistance you request. All Gatemore Affiliates are required to follow the privacy practices set forth in this Privacy Notice, or such other Privacy Notice that they may notify to you.
We use third party service providers to help us to administer certain activities and services on our behalf, such as analysing usage of our Services, email support services, and tracking effectiveness of our marketing campaigns. We may share Personal Information about you with such third-party service providers solely for the purpose of enabling them to perform services on our behalf and they will operate only in accordance with our instructions. Here are examples of third-party service providers we use:
III. Third parties when required by Law or to Protect our Services
We will disclose your Personal Information to comply with applicable law or respond to valid legal process, including from our regulators, law enforcement or other government agencies; to protect our customers (e.g. to prevent spam or attempts to defraud users of our Services); to operate and maintain the security of our Services (e.g. to prevent or stop an attack on our systems or networks); or to protect the rights or property of Gatemore, including enforcing any terms or agreements governing the use of our Services.
We may share Personal Information about you with third parties when you request to such sharing, including fund administrators, financial adviser, broker, actuary, solicitor or accountant.
We have put in place appropriate physical and technical measures to safeguard the Personal Information we collect in connection with our Services. In addition, we limit access to your Personal Information to those employees, agents, contractors and other third parties who have a business need to know. They will only process your Personal Information on our instructions and they are subject to a duty of confidentiality. However, please note that although we take appropriate steps to protect your Personal Information, no website, product, device, online application or transmission of data, computer system or wireless connection is completely secure and therefore we cannot guarantee the security of your Personal Information.
International Transfer of Data
The Personal Information that we collect from you may be stored and processed in your region, or transferred to, stored at or otherwise processed outside the European Economic Area (“EEA”), including but not limited to the United States of America or in any other country where Gatemore or Gatemore Affiliates, subsidiaries or service providers maintain facilities.
By using or participating in any Service and/or providing us with your Personal Information, you acknowledge that we will collect, transfer, store and process your information outside of the EEA. We will take all steps reasonably necessary to ensure that your Personal Information is kept secure and treated in accordance with this Privacy Notice and the requirements of applicable law wherever the data is located. Where we transfer your Personal Information outside the EEA to other countries, we will ensure that appropriate transfer agreements and mechanisms (such as the EU Model Clauses) are in place to help ensure that our third party service providers provide an adequate level of protection to your Personal Information. We will only transfer your Personal Information outside the EEA in accordance with applicable laws or where you have given us your consent to do so.
Specific security measures
The perimeter of the Gatemore network is protected by FortiGate firewalls. As well as providing basic firewall functionality, these devices provide Unified Threat Management features such as Perimeter Anti-Virus, Intrusion Prevention System (IPS) and web filtering. All tariff routing over the firewalls is scanned for viruses. All unstructured file data is permissioned appropriately for users access. Any changes to permissions are authorised by David Cassells (COO).
Remote access is provided by the SSL VPN client connected to the FortiGate firewall. This is further secured by dual factor authentication.
Each endpoint has two security products installed — Symantec Anti-Virus and Malware Bytes Endpoint protection. Alerts are sent to Tribeca Technology in the event of any viruses or malware being detected on the network. The network is monitored 24/7/365 by Tribeca Technology, the firewall is configured to alert Tribeca in the event of any intrusions or viruses being detected. Email services are provided by Office 365.
Gatemore retains Personal Information for as long as necessary to fulfil the purposes for which your Personal Information has been collected as outlined in this Privacy Notice unless a longer retention period is required by law. When your Personal Information is no longer required for the purpose it was collected or as required by applicable law, it will be deleted and/or returned to you in accordance with applicable law.
Gatemore will collect, store and process your Personal Information in accordance with your rights under any applicable data protection laws. Under certain circumstances, you have the following rights in relation to your Personal Information:
III. Data Portability — you may, in certain circumstances, request us to port (i.e. transmit) your Personal Information directly to another organisation.
VII. Object to processing — you have the right to object to specific types of processing of your Personal Information, such as, where we are processing your Personal Information for the purposes of direct marketing.
VIII. Prevent automated decision-taking — in certain circumstances, you have the right not to be subject to decisions being taken solely on the basis of automated processing.
Enforcing your rights
If you wish to enforce any of your rights under applicable data protection laws, then please contact us at email@example.com. We will respond to your request without undue delay and no later than one month from receipt of any such request, unless a longer period is permitted by applicable data protection laws, and we may charge a reasonable fee for dealing with your request which we will notify to you. Please note that we will only charge a fee where we are permitted to do so by applicable data protection laws.
If you are concerned that we have not complied with your legal rights under applicable data protection laws, you may contact the Information Commissioner’s Office (www.ico.gov.uk) which is the data protection regulator in the UK which is where Gatemore is located. Alternatively, if you are based outside the UK, you may contact your local data protection supervisory authority.
Our websites, applications and products may contain links to other third party websites that are not operated by Gatemore, and our websites may contain applications that you can download from third parties. These linked sites and applications are not under Gatemore’s control and as such, we are not responsible for the privacy practices or the content of any linked websites and online applications. If you choose to use any third party websites or applications, any Personal Information collected by the third party’s website or application will be controlled by the privacy notice of that third party. We strongly recommend that you take the time to review the privacy policies of any third parties to which you provide Personal Information.
What are cookies?
Further information on cookies
We and other Gatemore Affiliates may use your Personal Information (such as your contact details (e.g. name, address, email address, telephone number)) to send you, marketing-related correspondence by email, telephone, [post and/or text message (SMS)] related to our Products, in accordance with your email and contact preferences in your Account Preferences and Personal Information sections of your Gatemore website My Account or as you otherwise agree to. When we process your Personal Information for marketing purposes, we do so on the basis that it is in our legitimate interests to do so, or in the case of our email notification service, that it is necessary to perform our contract with you.
We do not share Personal Information with third parties for the third parties’ marketing purposes.
We may also use your Personal Information to personalise and to target more effectively our marketing communications to ensure, to the extent possible, that any marketing-related correspondence is relevant to you.
To opt out of receiving marketing-related correspondence from Gatemore, please contact us or click “Unsubscribe” from any marketing or promotional email you receive from us.
It is also important that you check back often for updates to the Privacy Notice, as we may change this Privacy Notice from time to time. The “Date last updated” legend at the bottom of this page states when the Privacy Notice was last updated and any changes will become effective upon our posting of the revised Privacy Notice.
We will provide notice to you if these changes are material and, where required by applicable law, we will obtain your consent. We will provide this notice by email or by posting notice of the changes on our website or through any relevant Services.
If you have any questions regarding the collection, processing, or use of your Personal Information or if you wish to correct, block, rectify, object, access, revoke your consent to any applicable aspect of this Privacy Notice or delete any of your Personal Information, please contact us:
Gatemore Capital Management LLP
33 Cavendish Square
London W1G 0PW
0207 580 0300
(Monday to Friday, 9am – 5.30pm)
Introduction and Purpose
The EU Shareholder Rights Directive II (“SRD II”) contains various obligations relating to shareholder engagement and transparency. These obligations have been implemented in the UK from 10 June 2019, and those which apply to asset managers are contained in the Financial Conduct Authority’s Conduct of Business Sourcebook.
SRD II requires asset managers to adopt on a “comply or explain” basis an engagement policy describing how as an asset manager it integrates in its investment strategy shareholder engagement relating to companies that have a registered office in the EU and are listed on EU regulated markets.
An Asset Manager for the purposes of this policy relates to investment firms that provide portfolio management services to investors; alternative investment fund managers; and/or Undertaking for Collective Investment in Transferable Securities (UCITS) management companies.
The following Engagement Policy applies to Gatemore because the Firm invests in equities of companies domiciled in the European Economic Area (EEA) and are listed on a recognized trading venue within the EEA.
Gatemore is required to disclose this engagement policy which complies with the requirements set out in the FCA’s Conduct of Business Sourcebook and publicly disclose on an annual basis how that engagement policy has been implemented in a way that meets the requirements (including disclosure of certain of voting activities in respect of shares in investee companies) or to publish a clear and reasoned explanation of why the Firm has chosen not to comply with the requirements.
Gatemore must describe how it:
Integrating shareholder engagement in our investment strategies
Research and analysis by our investment managers includes evaluation of performance on strategy, financials, risk, material environmental social and governance (‘ESG’) factors. Engagement with company management, boards, subject specialists as well as other shareholders and stakeholders is a key input into this process and investment strategy. Voting and engagement activities can be used by the Firm to provide a forward-looking view of the financial and non-financial performance of a company.
Monitoring investee companies on relevant matters
Gatemore may actively monitor investee companies. Areas of focus may include issues with regard to company strategy, ongoing performance and operational ESG factors. The Firm may have discussions with company officials and representatives where appropriate.
The Firm’s monitoring is also supported by the following:
Conducts dialogues with investee companies
The Firm will take a case-by-case approach in its decision to engage with the management of an investee company. Normal methods through which dialogue shall be exercised include regular meetings, visits, and telephone calls during which Gatemore discuss and pose questions on operational, strategic and other management issues and, where appropriate, the Firm shall offer their own opinions and comments, based on their fiduciary duty to its clients;
Exercising voting and any other shareholder rights
For Gatemore, voting is an effective tool to escalate issues and express particular concerns and/or opinions the Firm may have. Gatemore aims to ensure effective and efficient voting processes and controls by focusing on investments that are material to the Firm.
Cooperating with other shareholders
Gatemore takes into consideration the following when deciding whether to participate in collective engagement:
Communicating with relevant stakeholders of investee companies
Gatemore’s investment professionals regularly engage with companies seeking to improve shareholder value, specifically the value of clients’ investments. Engagement activities in some instances are conducted on a one-to-one basis with company management or members of the board of directors.
Managing actual and potential conflicts of interests in relation to Gatemore’s engagement
Gatemore as an investment firm is aware that conflicts of interest may arise when assessing whether and how to engage with companies. The Firm has a Conflict of Interest Policy in place to help define limitations, the need for robust internal processes and procedures to mitigate the risk of conflicts, as well as the disclosure being the last resort for instances in which potential or actual conflicts are unable to be effectively managed internally. Said policy shall apply to the Firm’s engagement and any proxy voting activity.
On an annual basis, the Firm shall disclose a general description of voting behaviour, an explanation of the most significant votes and report on the use of the services of proxy advisors. The disclosure must include details of how votes have been cast, unless they are insignificant due to the subject matter of the vote or to the size of the holding in the company.
Under COBS 2.2 of the FCA Handbook, we are required to make a public disclosure in relation to the nature of our commitment to the Financial Reporting Council’s UK Stewardship Code (the “Code”), which was published by the Financial Reporting Council (‘FRC’), the latest version of which became effective 1 January 2020.
It sets out good practice on engagement with investee companies and is to be applied by firms on a “comply or explain” basis.
The FRC recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate. It is of course legitimate for some asset managers not to engage with companies, depending on their investment strategy, and in such cases, firms are required to explain why it is not appropriate to comply with a particular principle.
The 12 principles of the Code consist of the following:
Gatemore Capital Management LLP (“GCML”) complies with and supports the Code. Under COBS 2.2 of the FCA Handbook, we are required to make a public disclosure in relation to the nature of our commitment to the Code, which aims to enhance the quality of engagement between institutional investors and companies to help improve long term returns to shareholders and the efficient exercise of governance responsibilities. Further information is available by contacting firstname.lastname@example.org
Gatemore Capital Management LLP is authorised and regulated by the Financial Conduct Authority under AIFMD and MiFID, and is a limited liability partnership registered in England and Wales. Registered No. OC346366.
33 Cavendish Square
London W1G 0PW