Legal, Governance and Regulatory

About Endless

1. Endless LLP (Endless) is a limited liability partnership incorporated in England and Wales with registered number OC316569 under the Limited Liability Partnership Act 2000 and has its registered address at Ground Floor,12 King St, Leeds, West Yorkshire, LS1 2HL.
2. Endless is authorised and regulated by the Financial Conduct Authority (FCA). Its FCA firm reference number is 474096.
3. Endless has a management committee drawn from its members and certain other senior individuals at the Firm. The management committee are responsible for setting and implementing the firm’s strategy, monitoring the business and its performance including the funds managed by us and ensuring the business has effective leadership and management across all relevant areas at the firm.
4. Certain senior individuals at Endless have the designation “Partner” in their job title. We use the term “Partner” as a title for these senior individuals because it is a term which people are familiar with in the context of our investment management business. However, this is just a title and it does not in itself indicate that all or any of these individuals are carrying on business in partnership for the purposes of the Partnership Act 1890 and “Partners” do not have joint and several liability for Endless’ obligations. All contracts entered into in relation to our business by individuals who are members, employees, agents or consultants of Endless are entered into on behalf of Endless and not such individuals personally.
5. Similarly, the term “Partner” does not in itself indicate that the individual is a member of Endless LLP. A full list of the members of Endless LLP is available at our registered office: Ground Floor, 12 King Street, Leeds, LS1 2HL and comprise Garry Wilson, Darren Forshaw, Aidan Robson, James Woolley and Tom Jack.

Regulatory Disclosures

1. Funds managed by Endless are not available to members of the general public. Interests in the Endless funds will be offered and sold only pursuant to the relevant offering document and to qualifying investors. This website is not directed at any person in any jurisdiction where the publication or availability of this website is prohibited. Such persons must not access the relevant pages on this website. Any person who accesses this website does so on their own initiative and is responsible for compliance with applicable local laws and regulations.
2. The information on this website does not constitute and must not be construed as an offer to sell or a solicitation to buy any securities or other investments. The information on this website does not constitute a financial promotion for the purposes of the FCA rules and regulations.
3. This website is for information purposes only and must not be relied on in making any investment or other decision. Endless makes no representation or warranty as to the accuracy, reliability or completeness of the information on this website and accepts no liability in that regard. Endless will not regard any user of this website as its client for any purpose.
4. We provide investment advice only to the investment funds managed or advised by us and not to any other person. Nothing contained on this website constitutes any form of investment, legal, tax, accounting or other advice. The investment funds managed by us carry a higher degree of risk than other investments due their illiquid nature and the nature of the underlying investments made in unlisted securities. The value of investments may fall as well as rise and investors in our investment funds may not get back all that has been invested. Past performance is not an indicator of future results. No representation is made that any investment will, or is likely to, achieve returns similar to those achieved in the past.
5. If any user of this website is looking to engage in any form of investment activity you should seek advice from an authorised person who is qualified to advise in relation to that type of investment.
6. Information on this website may relate to unregulated collective investment schemes as defined in the Financial Services and Markets Act 2000. Such schemes may be promoted only to persons who fall within article 14 (investment professionals) or article 22 (high net worth companies etc) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 or to any other person to whom such promotion would be lawful (together “Permitted Persons”). If you are not a Permitted Person you should not read or act on any information relating to unregulated collective investment schemes.
7. This website may contain forward-looking statements, which can be identified by use of words such as approximately, outlook, indicator, anticipate, believe, plan, aim, expect, continue, may, should, seek, will or the negative version of these words or words with similar meanings. These statements are subject to various risks and uncertainties and actual outcomes or results may differ materially from such forward-looking statements. We do not undertake to publicly review, update or amend any forward-looking statement, whether as a result of new information, future developments or otherwise.

Shareholder Rights Directive

8. The Shareholder Rights Directive aims to improve stewardship and corporate governance by encouraging long-term shareholder engagement with investee companies (where shares are admitted to trading on a regulated market) regarding shareholder and wider stakeholder engagement, monitoring and voting behaviour.
9. Endless is obliged to either (1) publicly disclose on an annual basis an engagement policy which covers the long-term investment strategy of the manager, how it interacts with other shareholders of the EU companies that it invests in, and how it casts it’s votes in the general meeting of investee companies; or (2) publicly disclose why it has chosen not to implement an engagement policy.
10. Endless does not actively invest in the shares of EU listed investee companies.  Generally, shares in EU investee companies are expected only to be held as an investment ancillary to, as a precursor to, or as a result of, an investment in unlisted securities or following the listing of a previously unlisted portfolio company as part of an exit strategy for that investment.
11. As a result of this, we have decided that, whilst we support the concepts behind the development of a formal engagement policy, it is currently disproportionate to implement one in the context of the investments managed by Endless to which any policy would apply. This approach will be kept under review.

Stewardship Code

12. Under rule 2.2.3R of the Financial Conduct Authority’s Conduct of Business Sourcebook, Endless is required to disclose clearly on our website a statement describing the nature of our commitment to the UK Financial Reporting Council’s Stewardship Code (the Code) or, where we do not commit to the Code, our alternative strategy.
13. The Code is voluntary and sets out several areas of good practice relating to engagement by investors with companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities. Whilst historically focussed on investments in listed companies, the Code has recently been expanded to cover new asset classes including private equity.
14. The Code has five sections for asset owners and manager that groups principles and provisions together under common themes, covering:
    1. Purpose, Objective and Governance.
    2. Investment Approach.
    3. Active Monitoring.
    4. Constructive Engagement and Clear Communication.
    5. Exercise of Rights and Responsibilities.
15. Endless’ principal investment management strategy is to invest in unlisted private companies. We have established processes for the responsible allocation, management and oversight of capital through our interactions with investors who or often sophisticated institutions with their own requirements. These include:
    1. Regular engagement with investors both at the pre-investment phase (through due diligence, contractual negotiation and bespoke requirements via side letters) and on an on-going basis via advisory committee and ordinary investor meetings.
    2. Detailed investor reporting, typically on a quarterly basis, in-line with institutional investor reporting guidelines and regulatory requirements.
    3. Measuring, managing and mitigating ESG risks as part of our investment appraisal process and on an ongoing basis.
    4. Alignment of interest with investors through carried interest and co-investment in our funds.
    5. Active monitoring of portfolio companies including strengthening corporate governance arrangements and reviewing and implementing strategic plans and value building initiatives.
    6. Taking controlling stakes and significant influence rights, including board seats which enable us to take an active role. This includes taking action if a portfolio company is not performing to expectations.
16. Endless generally supports the objectives that underlie the Code. However, given the established processes and procedures which we already have in place (which we believe are aligned with the overall objective of the Code) we do not intend to comply in detail with its requirements.

Complaints

17. We are committed to working with our clients to achieve best outcomes and aim to deliver a high level of service. Any complaints should be addressed to Endless’ Compliance Officer either via the contact page on this website or by post to The Compliance Officer, Endless LLP, Ground Floor, 12 King Street, Leeds, LS1 4BF. A copy of our complaints policy as available on request.