Elliott Management Corporation Disclaimer

Persons who access the information made available on the Elliott Management Corporation and its affiliates (collectively, “Elliott”) website (the “website”) agree to the following:

While the material on this website is often about investments, none of it is offered as investment advice. For members of the public, this means that neither the receipt nor the distribution of information through this website constitutes the formation of an investment advisory relationship, or any similar client relationship. The materials on this website are for informational purposes only and may not be relied on by any person for any purpose and are not, and should not be construed as investment, financial, legal, tax or other advice, recommendation or research.

The information contained herein does not constitute a distribution, an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such distribution or offer is not authorized.

This website may contain forward-looking statements on our current expectations and projections about future events. Statements that are predicative in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “thinks,” “seeks,” “targets,” “forecasts,” “could” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe Elliott’s objectives, plans or goals are forward-looking. Any forward-looking statements are based on Elliott’s current intent, belief, expectations, estimates and projections. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. These factors include, among other things, (1) general economic and business conditions; (2) new governmental regulations and changes in, or the failure to comply with existing governmental regulation, (3) legislative proposals that impact our industry or the way we do business, (4) competition, and (5) our ability to attract and retain qualified personnel. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

No representation or warranty is given in respect of the correctness of the information contained herein as at any future date. Certain information included in this communication is based on information obtained from third-party sources considered to be reliable. Any projections or analysis provided to assist the recipient of this communication in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any projections or analysis should not be viewed as factual and should not be relied upon as an accurate prediction of future results. In addition, this website may contain performance and other data. Past performance is not indicative of future performance.

This website contains hyperlinks to websites operated by Elliott and other parties. Elliott does not control the content or accuracy of information on third-party websites and does not otherwise endorse the material placed on such sites.

All information and content on this website is furnished “AS IS,” without warranty of any kind, express or implied. Elliott will not assume any liability for any loss or damage of any kind arising, whether direct or indirect, caused by the use of any part of the information provided. Elliott and its licensors do not warrant that the content is accurate, reliable or correct; that the website will be available at any particular time or location; that any defects or errors will be corrected; that unauthorized access to or misappropriation of the content will not occur; or that the content is free of viruses or other harmful components. Your use of the website is solely at your risk.

The entire website is subject to copyright with all rights reserved. No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos. The information contained in www.elliottmgmt.com shall not be published, rewritten for broadcast or publication or redistributed in any medium without prior written permission from Elliott.

Elliott Advisors (UK) Limited Disclaimers

Modern Slavery Act 2015 Statement

This statement is made pursuant to section 54 of the Modern Slavery Act 2015. EAUK does not tolerate any slavery or human trafficking practices within its business or within its supply chains.

Whilst it is acknowledged that risk factors are present in all global supply chains and across all sectors, EAUK considers that there is a relatively low risk of slavery, human trafficking and forced labour occurring within its business as a regulated, sub-investment advisor or within its supply chain.

EAUK has detailed below the following areas where it sees potential risks that need to be assessed and managed:

Direct Risk: EAUK complies with all applicable employment and human rights laws. EAUK’s employees are highly skilled professionals and EAUK has implemented robust procedures to ensure that the risk of employing a trafficked or exploited person within the business either directly, or through a subcontractor, recruitment agency or as a consultant is low.

Indirect Risk: EAUK’s supply chain primarily consists of regulated financial services providers, professional advisors (lawyers, accountants etc) and IT infrastructure and office services. EAUK regards each of these supplier categories to be at low risk of contravening the Act.

Additionally, when providing advice in respect of the acquisition of a controlling interest in a company, EAUK will seek to ensure that its risk assessment and due diligence process will include inquiries regarding the steps that any target company takes to combat modern slavery.

Actions:  EAUK will seek to require that new and, on renewal of a relevant contract, existing suppliers provide confirmation of their compliance with the Modern Slavery Act.

EAUK will continue to work to refine its risk assessment and due diligence process as they relate to advising entities on the acquisition of controlling interests in companies to include inquiries relating to how those companies go about combating modern slavery.

This Statement was approved by EAUK’s Board of Directors on 26 April 2019

Commitment to the UK Stewardship Code

Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, Elliott Advisors (UK) Ltd. and Elliott Advisors (London) LLC (the “Firm") are required to include on this website a disclosure about the nature of their commitment to the UK Financial Reporting Council’s Stewardship Code (the “Code") or, where they do not commit to the Code, their 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. Investors that commit to the Code can either comply with it in full or choose not to comply with certain aspects of the Code, in which case they are required to explain their non-compliance.

The Firm pursues a multi-strategy investment approach, including strategies that involve investing in global equities, including UK equities. The Code is therefore only relevant to some aspects of the Firm’s trading. While the Firm generally supports the objectives that underlie the Code, the Firm has chosen not to commit to the Code. The Firm invests in a variety of asset classes and in a variety of jurisdictions. The approach/policies of the Firm in relation to engagement with issuers and their management are therefore determined globally, on a group wide basis. The Firm takes a consistent global approach to engagement with issuers and their management in all of the jurisdictions in which it invests and, consequently, does not consider it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction.

Information for Disclosing Market Participants

On occasion Elliott Advisors (UK) Limited (“EAUK") / Elliott Advisors (London) LLC (“EALL") will be the recipient of a market sounding. A market sounding is an interaction between an issuer or a seller of financial instruments (or in certain circumstances, someone acting on their behalf) (together, the “Disclosing Market Participant" or “DMP") and one or more potential investors (the “Market Sounding Recipient" or “MSR"), prior to the announcement of a transaction in order to gauge the interest of MSRs in the possible transaction. The disclosure of inside information by a bidder prior to a takeover is also a market sounding.

In accordance with the rules and guidance prescribed by the EU Market Abuse Regulation, EAUK and EALL (as potential MSRs) have designated the following persons as contact points to receive market soundings:

  • Christopher Leonard, Assistant GC, Senior European and Compliance Counsel
  • Nicholas Barrett, Compliance Officer

The above parties can be reached at 020 3009 1818.

ANY COMMUNICATION BY A DMP WHICH CONCERNS A MARKET SOUNDING MUST BE ADDRESSED TO THE PERSONS ABOVE ONLY, EXCLUDING ANY OTHER ELLIOTT PERSONNEL

Shareholder Rights Directive II – Shareholder Engagement Policy

Each of Elliott Advisors (UK) Ltd. and Elliott Advisors (London) LLC (together, the “Firm”) provides services with respect to a multi-strategy investment programme, which includes investments in shares of issuers admitted to trading or traded on a regulated market. The Firm actively monitors the financial performance of its investee companies by reviewing financial and other information provided by such companies, available from public sources and produced by third parties, regarding the companies’ operational and business structures and strategies; their short, medium and long term growth strategies and forecasts, the key areas of business risk and other heads of risk the company is susceptible to and what measures the company has in place to address and mitigate such risks, the outlook of the companies and the relevant industry, sector and/or geography. 

The Firm assesses non-financial performance factors where it considers that those factors have or may have an impact on or inform the current and future financial performance of an investee company.

The Firm assesses the capital structure of investee companies before investment. Further, the Firm will evaluate proposed changes to an investee company’s capital structure in light of the investment objective with respect to that specific investment. The Firm reviews information available to the shareholders regarding the management of its investee companies, including proposals for shareholder approval, decisions made by the board of directors, executive compensation, board composition and other senior level recruitment. The Firm has an active interest in ensuring its investee companies exhibit high standards of corporate governance, and will engage with the board of directors of investee companies to express concern where it considers it appropriate to do so. 

The Firm does not have in place specific processes or mechanics to assess the social and environmental impact of its investee companies’ business and operations. However, such factors will often form a part of the Firm’s overall analysis and assessment of a potential or actual investee company. 

Shareholder activism is a key investment strategy of the Firm, employed with respect to companies whose performance or share value could, in the Firm’s opinion, be improved by making decisions, adopting practices or implementing certain changes identified by the Firm. The Firm seeks situations where value can be created by a direct and activist approach to companies that may sometimes involve or result in control positions in companies. On the basis of its pre-investment and continuing analysis, the Firm will decide whether its future activities as a shareholder could improve the investee company with respect to any of the assessment metrics over the expected lifetime of the Firm’s investment.
When the Firm engages in an activist strategy, it seeks to enter into an active and constructive dialogue with the board of directors and key executives of the relevant investee company, as well as with other shareholders to share information and facilitate positive change. The Firm actively seeks and is receptive to shareholder cooperation to advocate for and bring about the changes it believes to be necessary and appropriate in light of its investment objectives. The Firm is clear in its communications regarding an investee company as to its, its client’s, its affiliates’ or their clients’ interests in the relevant company. 

Where the Firm does not engage in an activist strategy, the Firm does not generally liaise with other shareholders or stakeholders of the relevant investee companies. Nevertheless, the Firm supports the principle of collaborative engagement. Therefore, even where the Firm does not engage in an activist strategy, the Firm may liaise with other shareholders and/or stakeholders of the relevant investee companies whether at the request of those shareholders and/or stakeholders or otherwise where the Firm determines that it is appropriate to do so in the circumstance, which shall be assessed on a case by case basis.
The Firm will consider any actual or potential conflicts of interest which may arise as a result of its shareholder engagement activities, and the Firm will manage any such conflicts of interest appropriately. Communications made by the Firm in the course of its activist strategies may include public communications, which are accessible to all, including any stakeholders in the investee company, and the Firm’s views and objectives expressed in such public communications are clearly articulated and transparent.

The Firm will consider any actual or potential conflicts of interest which may arise as a result of its shareholder engagement activities, and the Firm will manage any such conflicts of interest appropriately. Communications made by the Firm in the course of its activist strategies may include public communications, which are accessible to all, including any stakeholders in the investee company, and the Firm’s views and objectives expressed in such public communications are clearly articulated and transparent.

The Firm will exercise its voting rights and other rights attached to the shares in its investee companies in accordance with its investment objectives, and may seek to influence the shareholder agenda and the outcome of resolutions put to the shareholders, and will generally actively exercise the voting rights attached to the shares, in connection with its activist strategies. However, public disclosure of the Firm’s exercise of votes in the general meetings of companies in which its clients hold shares is not in the interests of its clients as doing so may: (i) cause the relevant company or its management to have a false perception that any precedent or pattern in voting may give an indication as to the Firm’s future voting intentions; (ii) cause the Firm to be in breach of confidentiality undertakings provided to the relevant company; and, as a result of the foregoing, (iii) restrain the Firm’s ability to have constructive, private and confidential discussions with the management of relevant companies. The Firm will therefore not comply with the disclosure requirements set out in COBS 2.2B.5R(1)(b).