Visitors to our website

When someone visits vsacapital.com, we collect standard internet log information and anonymous details of visitor behaviour patterns. We collect this information in a way which does not identify anyone. We do not make any attempt to find out the identities of those visiting our website. We will not associate any data gathered from this site with any personally identifying information from any source.

 

Why do we do this?

We collect this information for a number of reasons. The most essential of which are: to ensure the smooth running of this website; to ensure we improve upon the parts of the site that are not getting visited; to expand the parts of the site that are most visited; and to ensure that the web site is reaching the correct audiences.

 

Google Analytics

To achieve the above, we use Google Analytics. Google Analytics uses first-party cookies (they belong to our site, not Google!) to fullfil this service. These cookies are used to collect information about how visitors use our site, and to compile reports and to help us improve the site. The cookies help to collect information, in an anonymous form, about the number of visitors to the site, where visitors have come to the site from and the pages they visited.

For more information, see this overview of how Google safeguards your data.

Introduction

VSA Capital Limited (“VSA”), as a company that is authorised and regulated by the Financial Conduct Authority, is required to identify and manage Conflicts of Interest that may arise in its various areas of business to ensure that its customers are treated fairly.
Conflicts of interest may arise between:

  • VSA and a Client;
  • Two or more Clients of VSA in the context of the provision of services by VSA to those Clients; and
  • The personal interests of VSA’s officers and employees and a Client.

For the purposes of this document, Clients include existing Clients of VSA, potential Clients (where VSA is seeking to enter into a contractual relationship in respect of business services provided) and past Clients where fiduciary or other duties remain in place.

Business services provided by VSA include the provision of secondary market sales and trading services, placing shares and securities on behalf of corporate clients, the provision of research and investment advice, and corporate finance and M&A advisory activities.

The purpose of this document is to provide our Clients with appropriate information in relation to the policies we have in place to manage Conflicts of Interest. Below you will find a summary of the principle conflicts that exist in our business and the steps we take to mitigate them.
If you have any questions on this policy please raise them with your usual point of contact in the first instance.

Identifying and Managing Conflicts of Interest

It is VSA’s intention that, should a Conflict of Interest arise, it be managed promptly and fairly.

Primary responsibility for identifying and managing Conflicts of Interest, in so far as they are applicable to the business of VSA, rests with the Directors of the firm who are actively involved in day to day operations. Corporate decisions are made by the Board of Directors in conjunction with the operational management which consists of senior employees active in Sales, Research and Corporate Finance who have experience of and an understanding of the types of Conflicts of Interest that may arise in the course of the firm’s activities.

In order to be able to identify and manage Conflicts of Interest, VSA has put in place arrangements designed to ensure that:

  • There are effective procedures in place to control the flow of information where, otherwise, the risk of a Conflict of Interest may harm the interests of a Client;
  • Adequate records are maintained of the services and activities of the firm where a Conflict of Interest has been identified;
  • Officers and employees of the firm are subject to personal account transaction rules;
  • There is a periodic review of the firm’s systems and controls; and
  • Research reports issued by the firm are not subject to influence from Corporate Finance.

In order to be able to identify and manage Conflicts of Interest, VSA has put in place arrangements designed to ensure that:

  • There are effective procedures in place to control the flow of information where, otherwise, the risk of a Conflict of Interest may harm the interests of a Client;
  • Adequate records are maintained of the services and activities of the firm where a Conflict of Interest has been identified;
  • Officers and employees of the firm are subject to personal account transaction rules;
  • There is a periodic review of the firm’s systems and controls; and
  • Research reports issued by the firm are not subject to influence from Corporate Finance.

 

Examples of Potential Conflicts of Interest

Conflicts of Interest may arise in a number of situations, including the provision of investment research, proprietary investment, corporate finance and personal account dealing.

In identifying potential Conflicts of Interest, VSA will consider all of the factual circumstances, and in particular will take into account:

  • The potential for the firm or an officer or employee of the firm to make a financial gain, or avoid a financial loss, at the expense of a Client;
  • Whether the firm or an officer or employee of the firm has an interest in the outcome of a service provided to a Client or a transaction carried out on behalf of a Client which is distinct from the Client’s interests in that outcome;
  • Whether the firm or an officer or employee of the firm has a financial or other interest to favour the interests of one Client over that of another Client; and/or
  • Whether the firm or an officer or employee of the firm receives or will receive from a person other than the Client an inducement in relation to a service provided to the Client in the form of monies, goods or services other than the standard commission or fee for that service.

Given below are examples of what may be considered typical Conflicts of Interest that may arise in relation to services provided by VSA. These examples are not intended to be exhaustive.

  • VSA may engage in business and trading activities for Client accounts whilst other Clients are active in relevant markets at the same time;
  • VSA may act for a corporate Client operating in the same sector as another corporate Client;
  • VSA, its employees or an associated company may have a proprietary investment in a financial instrument the subject of a research report produced by the firm.

 

Corporate Finance and Chinese Walls

VSA respects the confidentiality of information it receives about its Clients. Access to confidential information is restricted to those officers or employees of the firm who have a proper requirement for the information in the course of carrying out their proper duties and understand the implications for the business and its Clients of being in receipt of confidential information.

Within the firm, the primary responsibility for managing corporate transactions together with the day-to-day relationship with VSA’s corporate Clients rests with the Corporate Finance department, which is physically segregated from Sales and Research by a Chinese Wall. Due to the size and structure of VSA, it is not practicable to manage Conflicts of Interest between two corporate Clients of the firm through the establishment of independent teams segregated from each other by Chinese Walls.

Dealing for Your Account

We would like to draw to your attention that when we deal for you we:-

  • May match your order with that of another client. We will be acting on their behalf as well as yours and me may receive a commission or other charge from both parties or;
  • Or a connected person, may have positions or options in the securities mentioned in our research or may buy, sell or offer to make a purchase or sale of such securities from time to time;

We reserve the right to act as principal or agent with regard to the sale or purchase of any security and we are not required to account to you for any income, gain, profit or other advantage arising.

 

Provision of Investment Research and Advice

All research published by VSA will set out:

  • Any major shareholdings exceeding 10% of the total issued share capital of the issuer of securities held beneficially by VSA or any associated company; and
  • If VSA is or has been adviser or broker to the issuer in the last 12 months or if VSA is seeking investment business with the issuer; and
  • If VSA has received compensation from the issuer for investment banking services within the last 12 months.

This disclosure is made within the research publication in respect of most publications, however in respect of shorter publications where such disclosures would be disproportionate in relation to the length of the publications, disclosures are made by hyperlink. It should be noted that if Corporate Finance is giving or pitching to give advice to a company on a confidential basis, the analyst will not normally be aware and thus it will not be possible to disclose this on a research publication.

VSA’s Research Department does not set out to provide research coverage on a cross section of companies operating within the sectors that VSA follows and much of the research published by VSA covers actual or potential corporate Clients of the firm. In addition, research analysts are not physically segregated from Sales by Chinese Walls.

However, despite this every effort is made to ensure the impartiality of research produced by VSA. In particular, editorial control over draft research is retained by the analyst, although draft research may be submitted to the subject company and/or other VSA employees for review of factual accuracy before publication.

Analysts are involved in other activities within VSA. In particular, analysts are encouraged to assist in the identification of corporate finance business opportunities and the provision of investment ideas to sales staff, and may attend a pitch for a potential corporate Client’s business. Analysts may also attend road shows and answer questions on the business of corporate clients.

From time to time, analysts are brought “over the Chinese Wall” in respect of potential or actual corporate finance transactions. In this event, the analyst is prevented from publishing research on the particular company during the period that the transaction is live unless the analyst is required to publish “reactive research” in response to a significant event, important transaction or announcement issued by the company.

Decisions on analysts’ recruitment, remuneration and termination are the responsibility of VSA’s Board of Directors. Remuneration may be based on a number of factors including but not limited to the experience of the analyst, productivity, quality and accuracy of research and the firm’s overall performance. Analysts’ remuneration will not be based on expressing a specific view or recommendation about an issuer, security or industry.

 

Personal Account Dealings

It is usual for employees of financial institutions such as ours to undertake deals on their own behalf. We recognise that this can create a conflict with the duties owed to our clients. Therefore personal account dealings of all officers and employees of VSA are required to be carried out in accordance with the terms of VSA’s Personal Account Dealing Policy. This requires all staff to declare any accounts held with external brokers and to have every transaction approved prior to dealing. In addition staff must ensure that third party brokers which manage discretionary accounts forward copies of all contract notes to the Compliance Department.

This policy helps ensure that trading does not occur in securities that are restricted or may conflict with our responsibilities to our Clients.

 

Remuneration

The remuneration of our staff usually consists of a salary and a performance related bonus based on the overall profitability and value of the Company. Through this scheme, we strive to ensure our employees remain motivated, whilst at the same time ensuring the remuneration scheme does not encourage inappropriate behaviour or excessive trading. We recognise this conflict and through our monitoring mechanisms remain alert to any potential abuse.

 

Gifts

VSA operates a policy with respect to gifts and inducements to ensure that any fees or non-monetary benefits provided to or by third parties do not impair our duty to act in the best interests of our Client.

 

General

VSA will provide training to staff on Conflicts of Interest and its procedures for managing Conflicts of Interest. Where we do not consider that the structural methods of conflict management such as those highlighted are sufficient to manage a conflict, VSA may choose to disclose specific conflicts to clients. Disclosure will be made of the general nature and/or source of conflict to enable the Client to make an informed decision.

Under MiFID, disclosure is to be used as a last resort and only in the situation where VSA considers that the procedures put in place to manage or prevent a particular conflict are not sufficient to ensure that the risk of material damage to Client interests will be prevented.

Introduction

VSA Capital Limited (“VSA”) will endeavour to provide transaction execution of the highest quality with regard to efficiency and cost effectiveness. The primary objective of its Order Execution Policy is to provide clients with the best possible result on a consistent basis.

VSA Capital will take all reasonable steps, based on the resources available to it, to satisfy itself that it has adequate processes in place to deliver the best possible results for transactions executed on behalf of its clients. Disclosure of its Order Execution Policy does not override or affect any other fiduciary responsibilities it owes you arising from its regulatory obligations or as may be otherwise contracted between you and VSA Capital.

 

Execution Venues

For each trade VSA executes on behalf of clients, its policy on an ongoing basis is to consider the variety of trading venues or sources of liquidity available from time to time. This enables it to obtain on a consistent basis the best possible result for the execution of transactions. In satisfying this policy, it may consider the use of one or more of the following venue types:

  • Regulated markets;
  • Multilateral trading facilities;
  • Systematic internalisers;
  • Third-party investment firms and/or affiliates acting as Market Maker or other liquidity providers; and or
  • Non-EU entities performing similar functions.

Where VSA believes that best execution can be achieved on a client’s behalf outside Regulated Markets or Multilateral Trading Facilities it is its policy to do so. However, your consent is required for this.

In certain financial instruments there may only be one execution venue. In executing a trade in such circumstances VSA will presume that it has provided the best possible result in this respect for such an instrument.

Execution Factors

VSA will consider the following factors, in relation to each instrument type, to determine the counterparts it may chose, the manner in which it instructs them or whether it directly executes your orders in the market place:

  • Price;
  • Costs;
  • Speed;
  • Settlement quality;
  • Size of order;
  • Investment objectives of the portfolio; and
  • Any other matters we consider relevant to the efficiency and cost effectiveness of the order.

VSA Capital will determine the relative importance of each factor using the following criteria:

  • Your characteristics (including your Regulatory Client categorisation);
  • The characteristics and nature of your order, including whether any specific instructions are given in relation to any individual or series of transactions;
  • The characteristics of the financial instruments that are the subject of your order;
  • The characteristics of the execution venues to which your order can be directed.

Ordinarily price will merit a high relative importance in obtaining best execution. In our experience the next most important characteristic is typically liquidity of the market. However, in certain circumstances, for some instructions, instrument types or markets, VSA Capital at its absolute discretion may decide that other factors may be more important in ensuring the best execution result.

 

Order Handling

VSA is committed to prompt and fair treatment of all Client orders. VSA will exercise its discretion in publicly displaying uncompleted limit orders to achieve Best Execution, unless Clients expressly instruct otherwise.

 

Monitoring

VSA Capital will actively monitor compliance with its Order Execution Policy.

1. Introduction

VSA Capital Limited is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom. We are required to have in place effective and transparent procedures for the reasonable and prompt handling of complaints. This document sets out the complaints
handling procedures that we will follow in the event that you make a complaint.

 

2. Does this Policy Apply to You?

This policy applies to complaints we receive from our clients. Please be aware that we will endeavour to treat your complaint in a fair and efficient way.

 

3. How Can You Make a Complaint?

You can make a complaint by any reasonable means – for example, letter, fax, email, telephone or in person.

 

4. What Will We Do Once We Have Received Your Complaint?

Your complaint will be referred promptly to our Compliance Officer. In the event that the Compliance Officer is involved in the subject matter of the complaint, your complaint will be referred to the CEO or another member of Senior Management.

We will promptly acknowledge your complaint in writing. In this acknowledgement we will provide the name and title of the person that is handling your complaint. We have given this individual the authority necessary to investigate and settle the complaint. We will also include a copy of this policy.

 

5. Investigating and Resolving your Complaint

We will investigate your complaint fairly, consistently and promptly, determine whether the complaint should be upheld, and (if appropriate) determine remedial action and/or redress. We will set out our conclusions in a final response to you.
If we decide that redress is appropriate we will aim to provide you with fair compensation for any acts or omissions for which we are responsible. If you accept our offer we will promptly provide the compensation to you.

 

6. Our Timetable for Responding to You

Once we have acknowledged your complaint we will keep you informed of our progress. Within 8 weeks of us receiving your complaint we will send you either a final response or a written response which explains why we are not in a position to make a final response to you and when we might be expected to provide one;

 

7. Closing Complaints

We will regard your complaint as closed in the following circumstances:

  • Once we have sent you a final response; or
  • Where you have told us in writing that you accept an earlier response that we have sent to you.

 

8. Questions

If you have any questions about our complaints process, please contact Joe Berger at:
VSA Capital Limited
Fourth Floor
New Liverpool House
15-17 Eldon Street London EC2M 7LD
Tel: +44 (0)20 3005 5003
Email: jberger@vsacapital.com

VSA Capital Limited

VSA Capital Limited (“VSA”) is registered in England and Wales, company number 02405923. The registered office is New Liverpool House,
15-17 Eldon Street, London ECF2M 7LD. The Company is Authorised and Regulated by the Financial Conduct Authority (“FCA”)
(FCA Registration number – 158790). You can access the Financial Conduct Authority’s register on the FCA website for more information.

 

Website

There are certain legal and regulatory limitations that apply to the information contained on this website. By proceeding to use this website you are deemed to have understood and accepted these terms and conditions. It also indicates your acknowledgement of the Important Regulatory Information.

This website, these terms and conditions, and the regulatory information may be altered and amended at any time without prior notice. Your continued use of our website indicates your acceptance of and acknowledgement of these terms and conditions and the regulatory information as amended.

There may be occasions during which our website becomes unavailable, through no fault of our own. We may take our website offline to enhance and update it.

 

Copyright

The copyright and all other rights in all of the material on this website are owned by VSA (or the material is included with the permission of the rights owner). You may copy material on this website for your own private or domestic use only. All other copying is prohibited.

 

Use of Links

Our website may contain hyperlinks to websites operated by other parties. We do not control the content or information on such websites and do not endorse the material placed on such sites. The hyperlinks are provided for your reference only.

Disclaimer/Limitation of Liability

The contents of this website has been issued and approved by VSA. The information contained in this site has been carefully compiled to ensure its accuracy at the date of publication.

We make no representations, warranties or undertakings as to the accuracy of the content or our website or as to whether any information you download is virus or error free. We cannot accept any liability for any damages whatsoever arising to you as a result of your use of our website.

Nothing in this information or elsewhere in this website shall exclude, limit or restrict our duties and liabilities to you under the Financial Services and Markets Act 2000 or any Conduct of Business rules with which we are bound to comply.

Important Regulatory Information

The information on this website does not in any way constitute investment, tax, legal or other advice. If you are in any doubt about any of the information on this website please consult your financial or other professional adviser.

The information contained on this web site does not constitute a distribution, an offer to sell or the solicitation of an offer to buy any securities.

The distribution of the information contained on this website may be restricted by law in certain other jurisdictions and, accordingly, persons who access it are required to inform themselves of and to comply with any such restrictions. Persons interested in acquiring any investment should inform themselves as to: (i) the legal requirements within the countries of the nationality, residence or domicile for such acquisition; (ii) any foreign exchange control requirement which they might encounter on the acquisition or sale of investments; and (iii) the income tax and other tax consequences which might be relevant to the acquisition, holding or disposal of any investment.

This website is not designed for the use of Retail Clients as defined by the FCA but is aimed at Eligible Counterparties, Professional and Elective Professional Clients.

The value of investments and the income from them can go down as well as up and investors may not get back the amount invested.

Telephone calls

Telephone calls to VSA are recorded to enable us to carry out regulatory responsibilities.