Samson Rock Capital

This Website is provided by Samson Rock Capital LLP and Samson Rock Capital LLC (collectively, “Samson Rock”).

By accessing or using this Website, you accept and agree to comply with these Terms and Conditions of Use (“Terms”). These Terms are a binding agreement between you and Samson Rock, and govern your access and use of this Website, which includes any text, graphics, user interfaces, information, data, tools, products, services and other content (collectively, the “Content”) available on or through this Website. You may contact Samson Rock by e-mail at src.legal@samsonrock.com with any questions about these Terms.

Use of this Website

Samson Rock grants you a limited right to use this Website. Your right to use this Website is subject to your agreement to abide by these Terms in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of this Website. We may revoke your right to use all or any portion of this Website at any time and for any reason. You may not violate or attempt to violate the security of this Website.

If for any reason any part of these Terms is deemed to be unenforceable then the validity of the remaining terms shall not be affected. All disclaimers, terms, conditions as set out in this Website shall form part of these Terms.
Intended Recipients

This Website is not directed at, or intended for use by, any person in any jurisdiction or country where such communication or use would be contrary to local law or regulation.

In the United Kingdom, this Website is directed only at persons who are: (i) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FP Order”); (ii) high net worth companies and certain other entities falling within Article 49 of the FP Order; or (iii) any other persons to whom such communication may lawfully be made. It must not be used by, or relied upon, any other persons.

The Website is not intended for the account of U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)) other than persons who are “qualified purchasers” (as defined in the United States Investment Company Act of 1940, as amended) and/or “accredited investors” (as defined in Rule 501(a) under the Securities Act).
No Offer or Solicitation

This Website is not intended and must not be construed as an offer or solicitation to purchase, or an offer to sell, shares of any fund or another investment product mentioned on this Website (“Investment”) in any jurisdiction. In particular, this Website is not intended as premarketing or marketing of any alternative investment fund in any member state of the European Economic Area for the purposes of the EU Directive 2011/61/EU on Alternative Investment Fund Managers; the Directive (EU) 2019/1160 on Cross-border Distribution of Collective Investment Undertakings or Regulation (EU) 2019/1156 on facilitating cross-border distribution of collective investment undertakings. Any offer of Investment will only be made on the basis of the prospectus or offering memorandum relating to the relevant Investment. PROSPECTIVE INVESTORS SHOULD REVIEW THE PROSPECTUS OR OFFERING MEMORANDUM, INCLUDING THE RISK FACTORS, BEFORE MAKING A DECISION TO INVEST. Prospective investors should rely only on the prospectus or offering memorandum in making a decision to invest, even if certain descriptions contained on this Website may be more detailed than those contained in the relevant prospectus or offering memorandum. Subscriptions may only be made on the terms of the relevant prospectus or offering memorandum and subject to completion of a subscription agreement. In addition, any Investment or transaction will be subject to applicable legal and regulatory restrictions, including the prospective investor meeting applicable eligibility criteria.
Nature of the Content

The Content is intended only for information purposes and convenient reference and is not intended to be complete. It is not intended to provide, and should not be relied upon, for investment, accounting, legal or tax advice. You should consult your own financial, tax, legal, accounting or other advisors about the issues discussed on this Website. The Content may not be suitable for all investors.

Users of this Website should be aware that Samson Rock is not acting for, or advising them, and is not responsible for providing them with the protections available under the UK regulatory system. Compensation will not be available from the UK’s Financial Services Compensation Scheme.

Although the Content is believed to be correct and accurate at the time of publication, Samson Rock makes no representation or warranty as to the accuracy or completeness of any such information or content. Any analysis contained on this Website is based upon a number of assumptions. Changes in such assumptions could produce materially different results. The Content is not intended to forecast or predict future events. All opinions, projections and estimates constitute the judgment of the author as of the date on which this Website was last updated. Samson Rock assumes no duty or responsibility to update this Website, and any views, forecasts, estimates or opinions expressed on this Website may change without notice.
Certain Risks

Investing entails certain risks, including the possible loss of the entire capital invested. The Investments and services of Samson Rock may entail substantial risks and are not suitable for certain investors. An Investment may expose you to a significant risk of losing all of the property or other assets invested. Some, but not all, of these risks will be contained in the relevant prospectus or offering memorandum. Potential investors should familiarize themselves with these risks and obtain advice from their own financial, accounting, legal, tax and other advisors and only make investment decisions based on the investor’s own objectives, experience and resources.
Limitations of Liability

Samson Rock assumes no responsibility or liability for the correctness, accuracy, timeliness or completeness of the Content, for any viruses contained in, or attached to, this Website or for any loss, damage or lost opportunities resulting from the use of the Content.

To the maximum extent permitted by applicable law or regulatory requirements, neither Samson Rock nor any of its affiliates, directors, employees or other representatives shall be liable for any errors, inaccuracies or omissions on this Website or for any loss or damage resulting from its use, whether caused by negligence or otherwise. This limitation of liability includes any damages, losses, costs, claims, liabilities or expenses arising out of or in connection with the use of this Website (whether under contract, tort, statute or otherwise arising). This limitation of liability shall apply to all damages, losses, costs, claims, liabilities and expenses of any kind whether direct or indirect and consequential, including (but without limitation) any indirect, special, indirect or consequential damages arising out of or in connection with the access of, use of, performance of, browsing in or linking to other sites from the Website, legal costs or expenses, direct loss of profit, direct loss of anticipated savings, loss of data, indirect loss of profit, indirect loss of anticipated savings, loss of revenue, loss of business, loss of use of money, loss of opportunity or loss of or damage to property and/or any wasted expenditure and third party claims.
Indemnification

As a condition of your use of this Website, you agree to indemnify and hold Samson Rock harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from your use of this Website, or from your violation of these Terms.
Third Party Websites

Any links to third party websites are provided solely for your convenience and do not constitute any endorsement, sponsorship or approval of the materials appearing in such sites. Samson Rock accepts no responsibility for the content of such third party websites.
Intellectual Property and Copyright

The entire content of this Website is subject to copyright and intellectual property rights of Samson Rock with all rights reserved. The Content may not be redistributed in whole or in part, stored in a retrieval system, modified, linked into, republished, uploaded, transmitted in any form or by any means electronic or mechanical, or by photocopying, recording or otherwise without the express prior written permission of Samson Rock.

The names, logos, or identifying marks relating to the products and services of Samson Rock are proprietary trademarks/ service marks and may not be used in any way without express prior written consent of Samson Rock. If you download or print out a hard copy of individual pages and/or sections of the Website, you may not remove any copyright or other proprietary notices.
Amendments to these Terms

We may update and modify these Terms from time to time. Such modifications shall be effective immediately upon posting to this Website. You should review this page from time to time to take notice of any modifications we make.
Law and Jurisdiction

These Terms and any and all disputes or claims arising out of or in connection with them (whether contractual or non-contractual) shall be governed by and shall be construed in accordance with English law. All disputes arising out of or in connection with these Terms (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the English courts. A condition of using this Website is that in the event of any dispute or proceeding you irrevocably submit to the exclusive jurisdiction of the English courts and waive any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

Stewardship Code Disclosure

The UK Stewardship Code (“the Code”), published by the Financial Reporting Council, sets out principles of engagement for professional investors in relation to the companies in which they invest. The Financial Conduct Authority (“FCA”) requires Samson Rock LLP (“Samson Rock” or the “Firm”) to disclose the nature of its commitment to the Code or, where it does not commit to the Code, its alternative approach to this.

The Code aims to enhance the quality of engagement between asset managers and companies to help improve long-term risk-adjusted returns to shareholders and promote the efficient exercise of governance responsibilities, and, effective from 1 January 2020, has been updated to apply to a broader range of investment strategies, other than purely listed equity, and to reflect the growth of environmental factors, particularly climate change, as well as social and governance factors (together, “ESG”) as material issues for asset managers to consider when making investment decisions and undertaking stewardship.

Adherence to the Code is voluntary. As a FCA authorised firm, Samson Rock has a fiduciary duty to act in the best interests of its clients. The Firm aims to generate and protect returns in accordance with the relevant funds’ private placement memorandum.

Although Samson Rock supports the overall objectives of the Code, it has chosen not to commit to the Code for the following reasons:

o Samson Rock pursues an event-driven and special situations strategies and invests globally in equity-related instruments. Within this investment universe and only in a minority of cases, the Firm has limited interaction with the management of companies with whom it invests on behalf of its clients.

o The nature of the Firm’s investment strategy does not allow it to systematically and formally engage with investee companies through voting rights.

o The Firm’s investment time horizon is short to medium term in nature.

As such, Samson Rock considers it appropriate not to commit to the Code. This policy will be kept under review.

Shareholder Rights Directive II (“SRD II”) Disclosure

SRD II aims to improve stewardship and corporate governance by firms including full scope Alternative Investment Fund Managers (“AIFMs”) that invest in shares traded on a regulated market in the European Economic Area (“EEA”) as well as ‘comparable’ markets situated outside of the EEA.

In accordance with FCA’s Conduct of Business Sourcebook (“COBS”) 2.2B.5R, Samson Rock is required to either develop and publicly disclose an engagement policy that meets the requirements of or to publicly disclose a clear and reasoned explanation of why it has chosen not to develop an engagement policy that meets the SRD II requirements.

Samson Rock has decided that, whilst it supports the aims of SRD II, it has chosen not to comply with the Directive at present. Samson Rock pursues an event-driven and special situations strategies and invests globally in equity-related instruments . Its investment strategy involves medium and short-term investment. The Firm does not seek to engage with investee companies in the manner envisaged by SRD II and Samson Rock does not consider that it would be constructive for the Firm or its investee companies if the Firm were to actively engage with them.

For further details on any of the above information, please contact src.compliance@samsonrock.com .

MIFIDPRU Disclosure

The Financial Conduct Authority (“FCA” or “regulator”) sets out the detailed prudential requirements that apply to Samson Rock. Chapter 8 of MIFIDPRU (“MIFIDPRU 8”) sets out public disclosure rules and guidance with which the Firm must comply, further to those prudential requirements.

Samson Rock is classified under MIFIDPRU as a small and non-interconnected investment firm (“SNI MIFIDPRU Investment Firm”). As such, the Firm is required by MIFIDPRU 8 to disclose information regarding its remuneration policy and practices.

The purpose of these disclosures is to give stakeholders and market participants an insight into the Firm’s culture and to assist stakeholders in making more informed decisions about their relationship with the Firm.

This document has been prepared by Samson Rock in accordance with the requirements of MIFIDPRU 8 and is verified by the Executive Committee. Unless otherwise stated, all figures are as at the Firm’s 30 June 2023 financial year-end.

Remuneration Policy and Practices

Overview

As an SNI MIFIDPRU Investment Firm, Samson Rock is subject to the basic requirements of the MIFIDPRU Remuneration Code (as laid down in Chapter 19G of the Senior management arrangements, Systems and Controls sourcebook in the FCA Handbook “SYSC”)). Samson Rock, as an alternative investment fund manager, is also classified as a collective portfolio management investment firm, and as such, is also subject to the AIFM Remuneration Code (SYSC 19B). The purpose of the remuneration requirements is to:

o Promote effective risk management in the long-term interests of the Firm and its clients;

o Ensure alignment between risk and individual reward;

o Support positive behaviours and healthy firm cultures; and

o Discourage behaviours that can lead to misconduct and poor customer outcomes.

The objective of Samson Rock’s remuneration policies and practices is to establish, implement and maintain a culture that is consistent with, and promotes, sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profile of the Firm and the services that it provides to its clients.

In addition, Samson Rock recognises that remuneration is a key component in how the Firm attracts, motivates, and retains quality staff and sustains consistently high levels of performance, productivity, and results.

Samson Rock is committed to teamwork, ethical behaviour, and the pursuit of exceptional outcomes for its clients. From a remuneration perspective, this means that performance is determined through the assessment of various factors that relate to these values, and by making considered and informed decisions that reward effort, attitude, and results

Characteristics of the Firm’s Remuneration Policy and Practices

Remuneration at Samson Rock is made up of fixed and variable components. The fixed component is set in line with market competitiveness at a level to attract and retain skilled staff. Variable remuneration is paid on a discretionary basis and takes into consideration the Firm’s financial performance as well as the financial performance of each business unit, and the financial and non-financial performance of the individual in contributing to the Firm’s success. All staff members are eligible to receive variable remuneration.

The below table summarises the financial and non-financial criteria of performance used across the Firm in assessing the level of variable remuneration to be paid:

	Financial Performance Criteria	Non-Financial Performance Criteria
Firm	Financial Performance	Firm values
Firm	Long term business planning	Alignment of outcomes for our clients
Individual	Performance	Overall contribution to the firm
		Adherence to Firm’s policies, procedures and compliance.
		Reliability and Conduct
		Personal Contribution and development

The fixed and variable components of remuneration are appropriately balanced: the fixed component represents a sufficiently high proportion of the total remuneration to enable the operation of a fully flexible policy on variable remuneration. This allows for the possibility of paying no variable remuneration component, which the Firm would do in certain situations, such as where the Firm’s profitability performance is constrained, or where there is a risk that the Firm may not be able to meet its capital or liquidity regulatory requirements.

Governance and Oversight

The Executive Committee is responsible for setting and overseeing the implementation of Samson Rock’s remuneration policy and practices. In order to fulfil its responsibilities, the Executive Committee:

o Is appropriately staffed to enable it to exercise competent and independent judgment on remuneration policies and practices and the incentives created for managing risk, capital, and liquidity.

o Prepares decisions regarding remuneration, including decisions that have implications for the risk and risk management of the Firm.

o Ensures that the Firm’s remuneration policy and practices take into account the public interest and the long-term interests of shareholders, investors, and other stakeholders in the Firm

o Ensures that the overall remuneration policy is consistent with the business strategy, objectives, values, and interests of the Firm and of its clients.

Samson Rock’s remuneration policy and practices are reviewed annually by the Executive Committee.

Quantitative Remuneration Disclosure

For the financial year 1 July 2022 to 30 June 2023, the total amount of remuneration awarded to all staff was £7,140,657, of which £1,677,244 comprised the fixed component of remuneration, and £5,463,413 comprised the variable component. For these purposes, 'staff' is defined broadly, and includes, for example, employees of the Firm itself, partners and secondees.

Your privacy is very important to us. This notice (“Privacy Notice”) is provided by Samson Rock Capital LLP (“we” or “us”) and sets out our policies with respect to the collection, sharing and use of personal information.

How we collect information about you

We may collect personal data about you through:

information provided directly to us by you, or another person on your behalf, through our website, by email or post, or in person;
information that we obtain in relation to any transactions between you and us;
recording and monitoring of telephone conversations and electronic communications with you as described below; or
the use of Internet “cookies” (an information collecting device from a web server), as described further below.

We may also, in some circumstances, receive personal information about you from third parties, such as service providers or trading counterparties, regulatory or law enforcement agencies, credit reference agencies and agencies conducting background checks. Personal information may also be obtained from publicly accessible sources of information, such as public databases, industry associations, social media and online professional networks.

Why we collect information about you

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

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

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

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

As a regulated financial services firm, we are subject to legal and regulatory obligations that may require us to collect and store your personal information, such as the requirements to comply with the applicable law on prevention of financial crime, tax and regulatory reporting, or the rules on recording and monitoring of communications (as described below).

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.

The types of personal data we may collect and use

The categories of personal data we may collect will depend on the nature of our relationship with you and the purpose for which information is being collected. Such personal data may include names, residential addresses or other contact details, signature, nationality, date and place of birth, national insurance or other tax identification number, photographs, copies of identification documents, bank account details, information about assets or net worth, credit history, criminal and administrative offences, source of funds details, or other sensitive information, such as certain special categories of personal data contained in relevant documents or materials (including, in some circumstances, information about a person’s ethnic origin, religious beliefs, or health).

Do we use automated decision-making processes?

No.

Do we share your personal information with third parties?

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

our affiliates or other entities that are part of our group or with our clients;
any person to whom we have a right or obligation to disclose personal data, or where we determine that disclosure is necessary to protect or defend our rights or property, including with regulators, courts of law, governmental, regulatory or law enforcement agencies;
our internet, IT, telecommunications and other service providers, including 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.

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

Due to the international nature of our business, your personal data may be transferred to countries outside of the united Kingdom, such as to jurisdictions where we or our clients conduct business or have a service provider, including countries that may not have the same level of data protection as that afforded by the UK General Data Protection Regulation, the Data Protection Act 2018 or other data protection rules applicable to us (collectively, “Data Protection Law”). In these circumstances, we take steps to ensure that the recipient agrees to keep your information confidential and that it is held securely in accordance with the requirements of Data Protection Law, such as by requesting appropriate contractual undertakings in our legal agreements with service providers.

For how long do we keep your personal information?

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

The applicable retention period will depend on various factors, such as any legal obligation to which we or our service providers are subject as well as on whether you decide to exercise your right to request the deletion of your information from our systems. As a minimum, information about you will be retained for the entire duration of any business relationship we may have with you, and for a minimum period of five years after the termination of any such relationship.

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

What are your rights?

You have certain rights under Data Protection Law in respect of the personal data we hold about you and which you may exercise. These rights are:

to request access to your information;
to request rectification of inaccurate or incomplete information;
to request erasure of your information (a “right to be forgotten”);
to restrict the processing of your information in certain circumstances;
to object to our use of your information, such as where we have considered such use to be necessary for our legitimate interests (e.g. in the case of direct marketing activities);
where relevant, to request the portability of your information;
where you have given consent to the processing of your data, to withdraw your consent; and
to lodge a complaint with the competent supervisory authority.

How to contact us

If you have any questions about this Privacy Notice or requests with regards to the personal data we hold about you, you may contact our Chief Marketing Office by telephone on 44 203 994 1803 by email at src.legal@samsonrock.com or by writing to Samson Rock Capital LLP, 58 Great Marlborough Street, London W1F 7JY, United Kingdom.

Complaining to ICO

You have the right to complain to the Information Commissioner’s Office (ICO). Further information is available from the ICO’s website.

Use of cookies

We may send text files (e.g., “cookies” or other cached files) or images to your web browser to store information on your computer. Such text files and images are used for technical convenience to store information on your computer. For instance, we may use a session cookie to store form information that you have entered so that you do not have to enter such information again. We may use information stored in such text files and images to customise your experience on this website and to monitor use of this website. You may set your browser to notify you when you receive a cookie. Many web browsers also allow you to block cookies. If you block cookies you may not be able to access certain parts of this website. You can disable cookies from your computer system by following the instructions on your browser or at www.allaboutcookies.org.

Recording and 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; or
detecting and preventing the commission of financial crime.

Copies of recordings will be stored for a period of five years, or such other longer period as we may determine from time to time.

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