A. Polus Capital Management Limited (“Polus”) is registered as an overseas investment
adviser with the SEC (801-66019). Polus was established in February 2004 in the United
Kingdom and is a wholly-owned subsidiary of Polus Capital Management Group Limited
(“PCMGL”), which was also established in the United Kingdom in February 2004. Polus
delivers a broad range of credit market services to clients and investors including pension
funds, insurance companies, banks, money managers, corporations and funds of funds.
On 31 December 2015 Mediobanca S.p.A. (“Mediobanca”) acquired 51% (by capital and
voting rights) in PCMGL (then known as Cairn Capital Group Limited). The majority of
the remaining 49% was owned by the management and staff of Polus with STAR Capital
Partners Investments LLP (“STAR”) holding a minority stake. Since that date,
Mediobanca has acquired shares from minority shareholders and pursuant to rights
issues in December 2019, January 2021 and August 2021, thereby increasing its
shareholding in PCMGL.
On 29 January 2021 a Share and Business Sale and Purchase Agreement was entered
into between Bybrook Capital LLP (the “Business Seller”), two individuals as owners of
the Business Seller (the “Bybrook Owners”) and PCMGL, as purchaser, under which:
(i) the Business Seller agreed to sell and PCMGL agreed to purchase the business
of Bybrook Capital LLP (together with the assets of the business); and
(ii) one of the individuals agreed to sell and PCMGL agreed to purchase the entire
issued share capital of Bybrook Capital Management Limited, a company
incorporated in the Cayman Islands.
Following regulatory approvals, the acquisition was completed on 31 August 2021 and
the business of the Business Seller was merged into the business of Polus and the
Business Owners became employees of and shareholders in PCMGL. In November
2022, following completion of the integration, the group rebranded to ‘Polus Capital
Management’ and at this point Cairn Capital Limited changed its name to Polus Capital
Management Limited and Cairn Capital Group Limited changed its name to Polus Capital
Management Group Limited. In addition, during this period the firm increased the number
of directors on the board, promoting existing executives on to the Polus board.
As at 31 March 2023 Mediobanca holds approximately 64% of PCMGL. The remaining
36% is owned by the management and staff of Polus with STAR holding a reduced
minority stake. The holders of B class ordinary shares in PCMGL, comprising
management and staff of Polus (other than the Business Owners) and STAR, have the
option to put up to one-third of their shares to Mediobanca on each of 31 December
2023, 31 December 2024 and 31 December 2025 and Mediobanca has the option to call
up to one-third of those shares on each such date. The Business Owners, as holders of
D class ordinary shares in PCMGL, and Mediobanca have put and call option rights in
respect of the D shares exercisable on 31 December 2026, 31 December 2027 and 31
December 2028.
Polus is authorised and regulated by the Financial Conduct Authority (“FCA”) in the
United Kingdom.
Polus’s principal office is located in London, United Kingdom.
B. Polus provides asset management and investment advisory services to clients. Polus’s
focus, based on its highly specialised credit markets capability, is in the sectors of
leveraged finance, opportunistic credit (special situations and distressed) and structured
credit more generally.
The asset management services provided by Polus generally involve the management of
the asset portfolios for
the client, including the selection of assets to be acquired and
assets to be disposed of, monitoring the assets in the portfolio and arranging any
currency and interest rate hedging which Polus considers to be necessary.
Polus also provides structuring and advisory services relating to asset portfolios under
which Polus does not have discretion to manage the assets of the client but provides
advice as to how that should be done. The advisory services provided by Polus are
usually of a longer-term nature involving monitoring and advising on a portfolio of assets.
In portfolio management and advisory engagements, including both those with
discretionary and non-discretionary investment authority, Polus will generally review
portfolio assets on a regular basis and make decisions or recommendations, as
applicable, for future portfolio actions with respect to individual securities (or the portfolio
as a whole) based on an analysis of current market values and trends, fundamental
value, security specifics, technical flows and any other factors relevant to expected
performance.
In 2014, Polus established Cairn Loan Investments LLP (“CLI”) as an independent UK
limited liability partnership to build on Polus’s successful CLO management business.
CLI is the collateral manager for seven European CLO and has invested in the most
junior tranche of notes issued by each CLO and committed to hold those notes for the
duration of the CLO to satisfy European risk retention requirements. CLI reached the end
of its drawdown period in 2019 and is unable to launch new CLOs. Accordingly, Polus
established Cairn Loan Investments II LLP (“CLI II”) in 2018 which follows the same
model as CLI. As at 31 March 2023, CLI II is the collateral manager for five European
CLOs and two pre-securitisation CLO warehouses. CLI II has invested in the most junior
tranche of notes issued by each CLO and committed to hold those notes for the duration
of the CLO to satisfy European risk retention requirements.
Both CLI and CLI II are independently funded by their respective members and are not
affiliates of Polus. However, Polus has seconded its CLO portfolio management team to
CLI and CLI II, which team is responsible for the portfolio management and credit
decisions. Polus also provides supporting functions to CLI and CLI II under services
agreements (including credit research, systems development, legal and compliance,
operations, finance and risk management).
Historically, Polus has also provided successor portfolio management services to closed
end vehicles (for example, collateralised debt obligations) across the range of credit
products, where Polus was mandated to replace the original collateral manager.
However, as at 31 March 2023 Polus no more of these mandates exist, as during the
course of the year Polus was able to retire as collateral manager from the sole remaining
such mandate it had. Polus is no longer actively seeking such opportunities.
C. Polus’s advisory services are tailored to the individual needs of clients. Advisory
mandates are individually negotiated and as part of those negotiations the needs of the
client will be addressed and the client will be able to impose any restrictions the client
wishes to impose, including restrictions on investing in certain securities or types of
securities.
D. Polus does not participate in wrap fee programs.
E. As at 31 December 2022, Polus managed assets on a discretionary basis of
approximately U.S.$4,268,481,992 and on a non-discretionary basis of approximately
U.S.$41,940,079. Polus