Disclaimer Milkwood Capital (UK) Ltd is authorised and regulated by the Financial Conduct Authority. FCA registration number: FRN 607356. Registered office address: 12 Park Street, Windsor, SL41LU, United Kingdom. Registered Number: OC418001.
Privacy Policy
Your privacy is very important to us. This notice (“Privacy Notice”) is provided by Milkwood Capital (UK) Ltd (“Milkwood”, “we”, “us”), and sets forth our policies for the collection, use, storage, sharing, disclosure (collectively, ‘processing’) and protection of personal data. Milkwood Capital (UK) Ltd is a company registered in England and Wales with company number OC418001. Milkwood Capital (UK) Ltd is authorised and regulated by the Financial Conduct Authority (“FCA”) with Firm Reference Number 607356.
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”).
For the purposes of the General Data Protection Regulation (‘GDPR’), Milkwood Capital (UK) Ltd will be the ‘controller’ of the personal data you provide. Please read the following information carefully to understand Milkwood's practices in relation to the treatment of your personal data. Should you have any questions about this Privacy Notice or requests with regards the personal data we hold, please email us at [email protected] or write to Milkwood Capital (UK) Ltd, 12 Park Street, Windsor, SL41LU, United Kingdom.
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:
- information provided directly to us by you, or another person on your behalf;
- information that we obtain in relation to any transactions between you and us; and
- 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, service providers, 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, 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:
- processing is necessary to perform our obligations under the relevant fund documents;
- we are required to comply with a legal or regulatory obligation applicable to us; or
- 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
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.
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.
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.
How We May Share Personal Data
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;
- 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 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, 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.
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 any investment in the applicable fund and for a minimum of five years after a redemption or withdrawal, as applicable, of such 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:
- ascertaining the details of instructions given, the terms on which any transaction was executed or any other relevant circumstances;
- ensuring compliance with our regulatory obligations;
- detecting and preventing the commission of financial crime.
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:
- the right to request access to your personal data;
- the right to request rectification of your personal data;
- the right to request erasure of your personal data (the “right to be forgotten”);
- the right to restrict our processing or use of your personal data;
- 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);
- where relevant, the right to request the portability of the data;
- if your consent to processing has been obtained, the right to withdraw your consent at any time;
- 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.
Will I be notified of changes to this policy?
Milkwood may, from time to time, review and update this policy. Milkwood will maintain the latest version of this policy on its website, and where the changes are deemed material, it will make you are aware of these.
Stewardship Code Disclosure
Under the Financial Conduct Authority’s (“FCA”) Conduct of Business Rules 2.2A.5, Milkwood is required to make a public disclosure on its website in relation to the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code.
The Code was first published by the FRC in July 2010, and it was updated in September 2012. Subsequently, the FRC published the new UK Stewardship Code 2020 (“2020 Code”), which took effect from 1 January 2020, and consists of 12 Principles for asset managers and asset owners, and six Principles for service providers.
The Code applies on a ‘comply or explain’ basis and is voluntary, aiming 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 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.
The 2020 Code Principles are:
- 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.
- Signatories’ governance, resources, and incentives support stewardship.
- Signatories manage conflicts of interest to put the best interests of clients and beneficiaries first.
- Signatories identify and respond to market-wide and systemic risks to promote a well-functioning financial system.
- Signatories review their policies, assure their processes, and assess the effectiveness of their activities.
- Signatories take account of client and beneficiary needs and communicate the activities and outcomes of their stewardship and investment to them.
- Signatories systematically integrate stewardship and investment, including material environmental, social and governance issues, and climate change, to fulfil their responsibilities.
- Signatories monitor and hold to account managers and/or service providers.
- Signatories engage with issuers to maintain or enhance the value of assets.
- Signatories, where necessary, participate in collaborative engagement to influence issuers.
- Signatories, where necessary, escalate stewardship activities to influence issuers.
- Signatories actively exercise their rights and responsibilities.
Whilst supporting the objectives underlying the Code and adhering to the highest standards of corporate governance and due diligence in respect of its investments the Firm, having considered the 2020 Code, believes that the Principles are not applicable to its investment activities at this time.
Should that change in the future, the Firm will review its commitment to the Code and update this disclosure accordingly. This disclosure will be reviewed at least annually. For any questions regarding this disclosure email [email protected].
Shareholders Rights Directive
Introduction
Milkwood Capital (UK) Ltd (“Milkwood” or “Firm”) is an investment management and advisory firm which is authorised and regulated by the UK Financial Conduct Authority (“FCA”) to undertake discretionary investment management and advisory activities as a full-scope UK Alternative Investment Fund Manager (“AIFM”) with top-up MIFID permissions. Milkwood has been categorised by the FCA as a Collective Portfolio Management Investment (“CPMI”) firm.
SRD II
Article 3g of SRD II, which is summarised in the FCA Handbook under COBS 2.2B, requires a firm such as Milkwood to either:
- develop and disclose an engagement policy describing how the firm integrates shareholder engagement in its investment strategy; or
- disclose why the firm has chosen not to comply with those requirements.
Such an engagement policy requires a firm to describe how it:
- develop and disclose an engagement policy describing how the firm integrates shareholder engagement in its investment strategy; or
- disclose why the firm has chosen not to comply with those requirements.
- 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.
The above engagement policy is limited to the extent that a firm invests on behalf of investors in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those in a regulated market in the UK).
Milkwood’s Approach to Engagement
Milkwood's Approach to Engagement The firm’s investment strategy is focused on special situation credit, distressed debt, and rescue finance investments. Whilst the firm may invest in shares traded on a regulated market (or comparable market), the resultant holdings are of an insignificant size and voting power to the extent that the firm does not actively engage with investee companies.
While Milkwood generally supports the objectives that underlie SRD II, for the above reason the firm has chosen not to produce an engagement policy at this time.